Current Management of Labrador International Mining May Have Options On 2.1 Million Shares -- Ten Times the Shares They Possess Says Concerned Stakeholder Group's Letter to Shareholders.
Management has claimed they hold "over 19% of the Company's shares," but 92.58% of their shares are Escrowed Performance Shares issued in March 1993 for nominal cost when the Company acquired an unsuccessful computer accessory distribution company. These Escrow Shares are held in the custody of the Company's stock transfer agent and can only be released when the Company meets certain cash flow conditions, which is highly unlikely.
Holders of the Escrow Shares do retain their voting rights. This has enabled current Management to entrench themselves in control, reprice their stock options and approve rollbacks with little regard for the wishes of the Companies shareholders who have bought and paid for their shares in the open marketplace.
"We are speaking out for all investors in Labrador International Mining who believe current Management should be removed for inactivity and abusive option repricing," states The Concerned Stakeholder Group's letter.
The Concerned Stakeholder Group is proposing for election a slate of five, capable and energetic director nominees who are highly-experienced mining, business and financial professionals. Our nominees are prepared to provide the Company with strategic direction, financial acumen and technical expertise required to build shareholder value by actively exploring and developing the Company's South Voisey's Bay portfolio of mineral assets.
The Annual General Meeting of Shareholders of Labrador International Mining Ltd. is scheduled to be held at 10:00 a.m. on Thursday July 23, 1998 in Vancouver, Canada.
The following is the complete text of the Letter to Shareholders:
"Dear Fellow Investors and Stakeholders:
Current Management just doesn't get it. They fear somebody is trying to take over their company. Well, it's not "their company" and nobody is trying to take it over. It's our company! The shareholders own Labrador International Mining Ltd. and we have the right to determine who runs it. That's what this election contest to replace current Management is all about.
Who are the Concerned Stakeholders? We are every shareholder who has been treated like a mushroom for years by current Management. We are every employee of the Company's partners in the Labrador Nickel Syndicate who don't know where current Management will come up with the money to fund exploration of the Company's properties. We are every person who believes Labrador International Mining should be managed in the best interest of all the Company's investors and stakeholders, not just a few insiders.
"Escrow Shares" Have Enabled Current Management to Entrench Themselves in Control, Reprice Options and Approve Rollbacks
Current Management claims holding 2,427,738 shares demonstrates their "commitment to shareholder value." Their recent Letter to Shareholders does not reveal that 92.58% or 2,247,763 of their shares are Escrowed Performance Shares held in the custody of the Company's stock transfer agent. These Escrow Shares were issued in March 1993 for nominal cost when the Company acquired Zcomm, the "unsuccessful computer accessory distribution company" as described by current Management. These Escrow Shares remained issued and outstanding following the reorganization of the Company in August 1995 when the South Voisey's Bay properties were acquired, the shares rolled back, and the name changed to Labrador International Mining Ltd. These Escrow Shares expire in 2003 and will be released only when certain cash flow conditions are met. It is very unusual for a resource exploration and development company to achieve the cash flow required to release Escrow Shares.
Escrow Shares do not have most of the rights of common stock ownership (the holders have waived any rights attached to these shares to receive dividends or to participate in the assets and property of the Company on a winding up or dissolution) however, the holders of Escrow Shares do retain the rights to vote these shares. This has enabled current Management to entrench themselves in control, reprice their stock options and approve rollbacks with little regard for the wishes of the majority of the Company's shareholders who have bought and paid for their shares in the open marketplace.
Current Management's voting control over 17.69% of the outstanding shares is further enhanced when they fail to distribute shareholder meeting materials and proxies to over 550 beneficial owners of approximately 25% of the Company's outstanding shares who hold their shares in U.S. brokerage firms and banks, which we understand has been the practice of current Management in recent years.
Management May Have Options On 2.1 Million Shares - Over Ten Times the Number of Shares They Actually Have in Their Possession
Current management's habitual practice of granting, canceling, repricing, and exercising options to fund Company operations, among other things, makes it difficult to determine exactly how many Labrador International Mining options are outstanding at any time.
During the year ended January 31, 1998, current Management canceled 1,400,000 options ranging in price from $0.36 to $0.70 per share and granted 2,548,000 new options ranging in price from $0.17 to $0.36 per share. The Company's financial statements indicate that 650,000 options were exercised in the fiscal year at prices ranging from $0.17 to $0.36 per share.
One million options were granted on January 28, 1998 at $0.26 per share. Options on 400,000 more shares were granted at $0.28 per share on February 3, 1998. The Company's unaudited first quarter report for the period ended April 30, 1998 states 398,000 options were exercised at $0.17 per share for gross proceeds of $67,660. An additional 770,000 shares were granted on May 7,1998 at $0.48 per share. Five weeks later the 770,000 options were canceled and then regranted at $0.24 per share.
Our best guess is there may be about 2,170,000 options currently outstanding, however, we don't know for sure because we don't know how many options have been exercised and sold into the open market since April 30, 1998 or if more options have been granted in recent days.
Who is Current Management? What are They Really Doing?
According to Management's Information Circular, the only "Named Executive Officer" of the Company is Stephen John Kucklinca of Sunnyvale, California who is the Chief Executive Officer and President of Labrador International Mining Ltd. He is identified as a "Self-Employed Management Consultant; since 1981 President of L. S. Industries, a private management consulting company." Management's Information Circular does not disclose that Mr. Kucklinka was also the Chief Executive Officer and President of Zcomm Industries, the "unsuccessful computer accessories distribution company" from 1993 to 1995. We are not aware that Mr. Kucklinca has any experience in the mining industry. Current Management's recent, undated Letter to Shareholders says Mr. Kucklinca is part of the "main management", but it is unclear what he actually does. We find it curious that, to our knowledge, Mr. Kucklinca has never signed a financial report or press release issued by Labrador International Mining.
Current Management's Letter to Shareholders says "main management" is also supplied by Mr. Jerrold Bradley, Vice-President of Finance and Mr. Eugene Larabie, Director. Mr. Austin Hills, Mr. Michael Caramel and Mr. David Boyd, Directors, "provide back-up and are called upon to assist as needed." Current Management discloses that Mr. Bradley "devotes over 50% of his time towards the stewardship of the Company" and Mr. Larabie "devotes from 25% to 75% of his time to the affairs of Labrador International Mining Ltd."
Neither current Management's Letter to Shareholders nor its Information Circular discloses that Mr. Eugene Larabie, Mr. Michael Cartmel and Mr. Richard D. A. Boyd are also Directors of Curion Ventures Corporation and Mr. Jerrold Bradley is the Vice-President of Finance of Curion. Current Management has not disclosed to shareholders that Curion Ventures shares its head office with Labrador International Mining Ltd.
Why All Concerned Stakeholders Should Support New Management
We are speaking out for all investors in Labrador International Mining who believe current Management should be removed for inactivity and abusive option repricing. We are speaking out for all stakeholders who believe current Management's propensity to announce and then cancel financings endangers the timely exploration of the Company's South Voisey's Bay properties. We deserve a Board of Directors and Management who are committed to building our Company and who will be looking out for all of us, not just themselves.
The Concerned Stakeholder Group is proposing for election a slate of capable, energetic director nominees who are highly-experienced mining, business and financial professionals that are prepared to provide the Company with strategic direction, financial acumen and technical expertise. Our nominees have extensive experience advising, evaluating, financing, and managing the exploration and development of mineral properties throughout the world, including Voisey's Bay.
The director nominees of the Concerned Stakeholder Group have presented you with their plan to salvage Labrador International Mining and have a written financing commitment for $500,000 from a Canadian brokerage firm. One of our director nominees has met with members of the Labrador Nickel Syndicate and the contractor for the sole purpose of emphasizing the Concerned Stakeholder Group's commitment to the Company's properties.
When elected, our director nominees will focus on building shareholder value by actively exploring and developing the Company's South Voisey's Bay portfolio of mineral assets and by seeking to acquire significant new exploration and development properties.
We are greatly encouraged by the overwhelming support of hundreds of shareholders who have pledged or already voted millions of shares for our director nominees. In order to assure victory at the July 23 annual general meeting we need your vote as well. If you have already voted for New Management, we thank you for your support. If you have not voted yet, please sign, date and fax us the Blue Proxy voting for our nominees today!
Brian Hall Director Nominee The Concerned Stakeholder Group
There's Not Much Time Left!
Please Sign, Date and Fax the Blue Proxy to Allen Nelson & Co. At (206) 938-2072 Today
If You Have Already Voted Current Management's Proxy,
You Can Change Your Vote by Signing, Dating and Faxing the Concerned Stakeholder Group's Proxy Today!
The vancouver stock exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.
Editor's Note: A 52-week stock price chart for Labrador International Mining Ltd. (VSE:LAB), courtesy of Canada-Stockwatch is available on the Internet at URL:
CONTACT: Allen Nelson & Co. Allen Nelson, 206/938-5783
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|Date:||Jul 13, 1998|
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