Concerned Shareholders Comment on Recently Announced Related Party Transactions by MGX Minerals which Destroy Shareholder Value
CALGARY, Alberta, March 17, 2020 (GLOBE NEWSWIRE) — A group of MGX Minerals Inc. (CSE: XMG) (FKT:1MG) (OTC Pink: MGXMF) (“MGX Minerals”) shareholders (the “Concerned Shareholders”), together owning not less than 5% of the issued and outstanding shares of MGX Minerals, express their profound concern with a series of related party transactions announced by MGX Minerals in a press release dated March 11, 2020 (the “Concerning Transactions”), which appear to relate to the settlement of disputes between two current directors of MGX Minerals – Jared Lazerson and Michael Reimann. The Concerned Shareholders are deeply concerned that these two individuals are abusing their positions by using the assets of the companies of which they have been entrusted stewardship as bargaining chips to settle personal claims and grievances, while ignoring shareholder input and destroying value. This would be in direct contravention of their fiduciary duties as directors, which require them to act honestly and in good faith with a view to the best interests of MGX Minerals.
Pursuant to the Concerning Transactions, MGX Minerals appears to have settled an outstanding debt owed to MGX Minerals by MGX Renewables Inc. dba Zinc8 Energy Solutions Inc. (“Zinc8”), whereby Zinc8 will pay $1,500,000 to MGX Minerals over the next four months (the “Debt Forgiveness”). However, in MGX Minerals’ financial statements for the three months ended October 31, 2019, MGX Minerals lists the amount of this debt as $5,035,822. This represents $3,535,822 of forgiven debt, with no apparent consideration flowing back to MGX Minerals in respect of such amount. Prior to the announcement of the Concerning Transactions, Mr. Lazerson and Mr. Reimann served on the Zinc8 board of directors (Mr. Reimann remains a director).The Concerned Shareholders believe that the Debt Forgiveness should be subject to minority shareholder approval, pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), as it constitutes a “related party transaction” (as defined in MI 61-101). However, it appears that the Debt Forgiveness has been completed without the opportunity for shareholders to vote on its approval, in contravention of applicable securities laws. Concurrently with the dissemination of this press release, the Concerned Shareholders have delivered letters to various regulatory authorities, including the British Columbia Securities Commission, the Ontario Securities Commission and the Canadian Securities Exchange, as well as the MGX Minerals board of directors (the “MGX Board”), advising them of this potential breach of applicable securities laws.As part of the Concerning Transactions, MGX Minerals has also agreed to sell 5,500,000 shares of Zinc8 to Zimtu Capital Corp. for $550,000, representing a purchase price of $0.10 per share. On March 11, 2020, the date the Concerning Transactions were announced, the closing price of shares of Zinc8 on the Canadian Securities Exchange was $0.41, meaning this sale was conducted at a 75.6% discount to the fair market value for the Zinc8 shares, with no apparent consideration flowing back to MGX Minerals in respect of such discount. This is particularly concerning as Zimtu Capital Corp. and Zinc8 also have directors in common on their boards.Finally, to the knowledge of the Concerned Shareholders, the Concerning Transactions were never formally approved by the MGX Board, and appear to represent a unilateral action by MGX Minerals’ management. If true, this represents a profound lack of corporate governance by MGX Minerals.In connection with the Concerning Transactions, Mr. Reimann has resigned from the MGX Board and as Chief Financial Officer of MGX Minerals, and Mr. Lazerson has resigned from the Zinc8 board of directors. In addition, Zinc8 has reached a severance agreement with Mr. Lazerson in relation to his former role as CEO of Zinc8, whereby Mr. Lazerson will immediately receive 800,000 units of Zinc8 at a deemed price of $0.38 per unit, with each unit comprising one Zinc8 share and one share purchase warrant with an exercise price of $0.50 and a two (2) year term. Given that Zinc8 has been a separate public entity from MGX Minerals for just over a year, a severance payment of this magnitude seems grossly disproportionate to Mr. Lazerson’s actual term of employment with Zinc8. This is further evidence of the potential conflicts of interest involved with the Concerning Transactions, whereby Mr. Lazerson may be using MGX Minerals’ assets as leverage to settle his own personal claims and grievances.In summary, pursuant to the Concerning Transactions, MGX Minerals is forgiving a debt of over $3,500,000 and selling assets at a 75.6% discount, with no consideration being received in return. This begs the question – if the Concerning Transactions are not to the benefit of MGX Minerals or its shareholders, why were they undertaken? Indeed, it appears that every party involved in the Concerning Transactions other than MGX Minerals, including MGX Minerals’ CEO, Mr. Lazerson, benefits financially.It seems likely that the primary motivation behind the Concerning Transactions is the settlement of personal claims and grievances of those involved – namely Mr. Reimann and Mr. Lazerson. Such action would represent complete disregard for their fiduciary duties as directors of MGX Minerals, and would be contrary in interest to the shareholders of MGX Minerals. Such fiduciary duties require that directors, among other things:Act honestly and in good faith in relation to MGX Minerals;
Respect the trust and confidence that have been granted to them to manage the assets of MGX Minerals in pursuit of the realization of the objectives of MGX Minerals;
Avoid conflicts of interest with MGX Minerals;
Not abuse their position for personal benefit; and
Serve MGX Minerals selflessly, honestly and loyally.The details of the Concerning Transactions raise serious concerns about whether or not Mr. Lazerson and Mr. Reimann are acting properly with respect to their fiduciary duties to MGX Minerals.Overall, the Concerning Transactions:Destroy shareholder value;
Are further evidence of a dysfunctional board and poor corporate governance;
Illustrate a pattern of misuse of MGX Minerals’ funds and assets;
Demonstrate the negative results of MGX Minerals’ damaged business relationships;
Exemplify ineffective shareholder communication; and
Evidence the failure of the MGX Board and management to address the Concerned Shareholders’ issues.The Concerning Transactions are yet another glaring example in support of the Concerned Shareholders’ submission of the requisition on March 6, 2020 (the “Requisition”) to call an annual general meeting to remove the current MGX Board and replace them with qualified and experienced nominees (the “Nominees”).MGX Minerals has 21 days from the date of the Requisition to call and send notice of an annual general meeting to address the matters raised in the Requisition, to be held within four months of the date of the Requisition. If MGX Minerals does not call an annual general meeting within the required timeframe, the Concerned Shareholders will send notice of the annual general meeting to all shareholders.AdvisorsThe Concerned Shareholders have retained Borden Ladner Gervais LLP to act as legal advisors on their behalf. ContactsLance Arneson
Phone: (780) 381 6510
[email protected]David Simmons
Phone: (503) 360-3353
[email protected]Information in Support of Public Broadcast SolicitationThe information contained in this press release does not and is not meant to constitute a solicitation of a proxy within the meaning of applicable securities laws. Although the Concerned Shareholders have delivered the requisition, there is currently no record or meeting date set for the meeting and shareholders are not being asked at this time to execute a proxy in favour of the Nominees or any other resolution set forth in the requisition. In connection with the meeting, the Concerned Shareholders may file a dissident information circular in due course in compliance with applicable securities laws.Notwithstanding the foregoing, the Concerned Shareholders are voluntarily providing the disclosure required under section 9.2(4) of National Instrument 51-102 – Continuous Disclosure Obligations in accordance with Canadian securities laws applicable to public broadcast solicitations. In connection therewith, certain information regarding, among other things, the Nominees has been provided by the Concerned Shareholders in its press release dated March 9, 2020 (the “Nominee Announcement”) under the section entitled “Information Concerning the Nominees” and in the requisition attached to the Nominee Announcement. The Nominee Announcement has been filed by the Concerned Shareholders and is available for review on MGX Minerals’ SEDAR profile at www.sedar.com. The information contained herein and any solicitation made by the Concerned Shareholders in advance of the meeting is, or will be, as applicable, made by the Concerned Shareholders and not by or on behalf of the management of MGX Minerals. All costs incurred for any solicitation will be borne by the Concerned Shareholders, provided that, subject to applicable law, the Concerned Shareholders may seek reimbursement from MGX Minerals of the Concerned Shareholders’ out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection with a successful reconstitution of the MGX Board.The Concerned Shareholders are not soliciting proxies in connection with the meeting at this time. The Concerned Shareholders may engage the services of one or more agents and authorize other persons to assist in soliciting proxies on behalf of the Concerned Shareholders. Any proxies solicited by or on behalf of the Concerned Shareholders, including by any other agent retained by the Concerned Shareholders, may be solicited pursuant to a dissident information circular or by way of public broadcast, including through press releases, speeches or publications and by any other manner permitted under Canadian corporate and securities laws. Any such proxies may be revoked by instrument in writing executed by a shareholder or by his or her attorney authorized in writing or, if the shareholder is a body corporate, by an officer or attorney thereof duly authorized or by any other manner permitted by law.The registered address of MGX Minerals is located at 6th Floor, 905 W Pender St., Vancouver, British Columbia V6C 1L6. A copy of this press release may be obtained on MGX Minerals’ SEDAR profile at www.sedar.com.