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PacificOre dissident unhappy with AGM cancellation


Mr. Wim Bakker, concerned shareholder, reports


The concerned shareholders of PacificOre Mining Corp. have received overwhelming support from shareholders for their dissident slate of directors. The PacificOre news release of last week advising that the company’s chief executive officer had resigned and the annual general meeting cancelled was greeted with hope by the concerned shareholders that the board recognized the wishes of shareholders and would work toward an orderly transition of the company in accordance with the wishes of shareholders. However, this does not appear to be the case. With shareholders clearly supporting the dissident slate and the AGM date approaching, the concerned shareholders can only surmise the board’s actions are designed to entrench itself. Why else would one cancel a shareholder meeting knowing they were to be voted out?

This stunning betrayal of shareholders to postpone the meeting date, to “regroup” or entrench themselves, to an as-yet undisclosed date is an outrageous abuse of the shareholders of PacificOre, completely out of step with comparable situations or any responsible standard of corporate governance, and clear evidence of the desire of the PacificOre directors to protect their own self-interests at the expense of shareholders. If they wanted to respect and protect shareholders’ interests, they would have allowed their votes to count.

It was the board which set the meeting, and the concerned shareholders advised them at that time of their intention to file a dissident proxy circular. The board and management have acted to thwart the efforts of the concerned shareholders from day one by failing to engage in any meaningful dialogue and denying, or not saying yes or no, to provide the registered list of shareholders to the concerned shareholders, thereby denying registered shareholders the right to make an informed decision. Both parties had exactly the same opportunities to solicit shareholders and make their case as to why they are best to govern PacifiOre going forward. To this date, almost a month after concerned shareholders initiated their proxy contest, the current board has failed to justify its past actions and explain to shareholders why its record should allow it to continue to govern PacificOre.

Given the present circumstances, concerned shareholders expect the board to carry out the business of PacficOre in the ordinary course, and without the consent of PacificOre shareholders, it will not undertake any transactions that would change, modify or diminish the current asset base of PacificOre, issue further shares of PacificOre, or in any other way affect the capitalization of PacificOre until replacement directors acceptable to the shareholders of PacificOre have been appointed. The concerned shareholders also fully expect that it will not seek to pre-empt the new board of directors to be elected by shareholders at the annual meeting by installing any permanent persons to senior management. Poor management selection and incredibly generous management contracts have been the history of this board, if past practice is any indication of future behaviour, the concerned shareholders cannot trust the directors to make decisions in the best interests of shareholders, nor do they have the mandate to make such fundamental decisions on behalf of PacificOre having already ignored shareholders’ wishes.

The concerned shareholders are extremely gratified with the overwhelming support they have received from PacificOre shareholders, and wish to advise shareholders that they will continue to work in their best interests, and unseat this board and management team that has failed to look out for their interests.

The concerned shareholders remain hopeful that the board will reconsider its recent course of action, and seek instead to carry out a proper exercise of its fiduciary obligations to the company and respect the wishes of PacificOre shareholders.

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