St. Elias Mines

St. Elias sued by dissidents over management nominees

2013-02-07 19:56 ET - News Release

Mr. Gilby Hastman, concerned shareholder, reports

CONCERNED SHAREHOLDERS OF ST. ELIAS MINES LTD. FILE LAWSUIT AGAINST THE COMPANY AND ITS DIRECTORS FOR OPPRESSION

Gilby Len Hastman and Darcy Kim Hastman (the concerned shareholders) have filed a petition for oppression with the B.C. Supreme Court against St. Elias Mines Ltd. 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 Jan. 14, 2013, and Jan. 17, 2013, an overwhelming majority of the company's shareholders voted green proxies in favour of electing Gilby Hastman, Darcy 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 Dec. 27, 2012 (the AGM). However, the green proxies were rejected by Ms. McClenahan, acting as chair at the AGM.

The concerned shareholders believe that the lawsuit is necessary since:

1. Ms. 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 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 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.
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 Ms. McClenahan and the purported issuance by management of stock options to buy four million shares 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 60 days of such an order.