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PacificOre dissidents requisition meeting


Mr. Wim Bakker reports


As a result of the board of PacificOre Mining Corp.’s failure to call a shareholders “meeting as soon as it can,” coupled with its application to the registrar in Victoria to extend the deadline to hold its annual general meeting until Aug. 30, 2013, the concerned shareholders advise that they have requisitioned a shareholders meeting under Section 167 of the Business Corporations Act (British Columbia). This requires the company to hold a shareholders meeting within four months of the requisition date of May 17, 2013.

The concerned shareholders have retained experienced legal counsel to co-ordinate the requisition and take any other legal actions necessary in the circumstances which may arise. The concerned shareholders believed this was necessary as the board has:

  • Refused or neglected to reschedule the AGM more than one month since the date of the cancelled AGM which they had called;
  • Failed to give an explanation for cancelling the AGM, except to say that the directors nominated in their proxy materials did not want to stand for re-election;
  • Notwithstanding that the proxy materials for that AGM were approved by those same directors;
  • Implied they do not intend to hold an AGM within the statutory time required by applying to the registrar for an extension;
  • Failed to provide any meaningful update of their plans to hold the AGM.

The concerned shareholders find it disturbing that only one director on the current board was elected by shareholders at the last AGM. Given these circumstances, concerned shareholders wish to remind the board that without the consent of PacificOre shareholders and pending election of a board representative of PacificOre shareholders, it must 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. There should also be no new commitments made or obligations incurred to new or existing senior management pending holding of the AGM.

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