|By PR Newswire||
|December 13, 2012 08:15 PM EST||
VANCOUVER, British Columbia, Dec. 13, 2012 /PRNewswire/ -- St. Elias Mines (TSX-V: SLI) (U.S. Clearing Symbol: SELSF) (Frankfurt Exchange: EKL) today responded to a dissidents' circular issued by Gilby Len Hastman and Darcy Kim Hastman. Based on a preliminary assessment, St. Elias believes the dissidents' disclosure is inadequate and that the dissident nominees do not deserve shareholder support.
St. Elias believes that the biographies in the dissident circular confirm that none of the five dissident nominees should be elected to the Board. Four of the five do not have mineral exploration, corporate finance or public markets experience. This alone should be enough to alarm shareholders but there are even more serious issues with the fifth dissident nominee, James Rainbird, a reprimanded financial salesperson.
The dissidents want Mr. Rainbird on the St. Elias Board despite his admitted past misconduct. As disclosed in the dissidents circular, as a result of his transgression the Mutual Fund Dealers Association of Canada (MFDA) in 2010 not only reprimanded him but also prohibited him for five years from acting in a supervisory capacity for any MFDA members.
However, the dissidents failed to disclose the nature of Mr. Rainbird's misconduct, which involved hundreds of victims, millions of dollars and flagrant breaches of securities laws over a period of four years. This omission is very misleading. Only with a full description of the transgression can shareholders begin to understand the depths of the problems that St. Elias may face under the control of the dissidents.
"Shareholders should be concerned," said Lori McClenahan, President and CEO of St. Elias Mines. "The details of Mr. Rainbird's infraction suggest that he is not capable of identifying and managing risk and may not act in the best interests of St. Elias shareholders. Even worse is the failure by the dissidents to disclose these details. This must be corrected immediately. What else are the dissidents hiding? And what does this say about the dissidents' likely conduct if they were on the St. Elias board?"
Continued Ms. McClenahan, "The dissidents have not provided any details of how they intend to advance St. Elias' portfolio of high potential properties, nor do they have proposed a management team to operate St. Elias or the ability to raise capital. The combination of inadequate disclosure, lack of plans and inexperience means that the dissidents do not deserve shareholders' support."
Details of James Rainbird's Reprimand and Transgression
Mr. Rainbird was reprimanded by the MFDA even though he cooperated with its investigation and admitted to misconduct. He is prohibited for five years from acting in a supervisory capacity as a mutual fund salesperson. The MFDA demonstrated its lack of confidence in Mr. Rainbird by also requiring that he be subject to retraining and a six-month period of "close supervision."
According to MFDA disciplinary documents that the dissidents did not disclose, Mr. Rainbird, four associates and various others under their supervision sold to 656 clients a total of $50.2 million of high-risk debentures issued by a company called FactorCorp. Financial Inc. The sales occurred between June 25, 2003 and April 1, 2007. Shortly afterward, FactorCorp went bankrupt.
Mr. Rainbird personally sold the debentures to 167 clients and 7 people that he supervised sold the debentures to 226 clients. For virtually all of these clients the purchase was unsuitably risky, based on "know-your-client" information collected at the time of purchase. According to the MFDA, these debentures could only be sold to wealthy or sophisticated investors who qualified for an accredited investor exemption. At the time of purchase, none of these clients qualified.
These details and more are described in the MFDA disciplinary documents, which shareholders can find at www.steliasmines.com under the AGM tab and at the MFDA website under http://www.mfda.ca/enforcement/cases08/200827.html. St. Elias urges shareholders to read these disciplinary documents carefully.
Why shareholders should be concerned
Given that Mr. Rainbird and his fellow-dissidents are now standing for election to the Board of a high-risk junior mineral exploration company, St. Elias believes the details of the transgression, and the dissidents' failure to fully disclose it, is disturbing. The dissidents attempted to downplay the gravity of Mr. Rainbird's transgressions by referring to them only as "allegations [that] were centered around the aspects of inadequate training, compliance and supervision."
Shareholders of St. Elias deserve more fulsome disclosure from the dissidents. Shareholders should also be troubled by dissidents' hypocrisy, given the high disclosure standard that the dissidents are suggesting they will establish. In their circular, the dissidents claim that their vision is based first and foremost on "timely, open and candid communications with the shareholders."
Clearly, the dissidents have already failed to meet their own standard. They have made the decision that candid communications excludes a description of Mr. Rainbird's misconduct. They think shareholders don't need to know. We think this disclosure decision by the dissidents is strong evidence that they don't deserve your vote.
The inadequate experience of the other four dissident nominees
As noted above, St. Elias believes the experience of the other four dissident nominees is sorely lacking. None of them have disclosed any experience in mineral exploration. St Elias also notes that:
- Dissident nominee Ted Rutherglen has held five jobs in the past six years and his career has moved steadily backwards. Since 2011 he has had the title of Manager, a more junior position than Director, the title he had from 2007 to 2011 and also more junior than the title of Vice President, which he held for less than a year between 2006 and 2007. His career path does not invite investor confidence.
- The experience of dissident nominees Gilby Len Hastman and Darcy Kim Hastman involves a closely-held electrical contracting business and the experience of dissident nominee Richard Alexander Defreitas involves a closely-held oil services business. These businesses have little or no relevance to St. Elias, a publicly-traded mineral exploration company.
- In addition to downplaying Mr. Rainbird's inappropriate conduct, the dissidents made a misleading claim in Mr. Rainbird's biography regarding his role at Intigold Mines. The Circular states that Mr. Rainbird. was the President and Chief Executive Officer of the TSXV-listed Intigold Mines Ltd. ("Intigold") from August, 2007 to December, 2010, and claim that he was also the Founder of Intigold. This is false. Mr. Rainbird was not the Founder of Intigold and was only the President and Chief Executive Officer of Intigold Mines Ltd. from October 26, 2010 to December 3, 2010, a period of about 5 weeks.
- Mr. Rainbird and Mr. Defreitas are not eligible for election under the Company's articles because they failed to provide their consent to act as directors of the Company within the specified time frame.
The dissidents don't have a plan for St. Elias, just criticism
The dissidents have not provided any plans for St. Elias and don't say who will lead the Company. Meanwhile, the dissidents have leveled unfair criticisms at the Company's nominees and management. Members of this team have assembled St. Elias' impressive portfolio of mineral properties and have acted prudently to explore and finance them.
In the mineral exploration business there is always a risk that drilling results will disappoint. The key is to know when to adjust strategies as new facts emerge. This is precisely what the Board and management of St. Elias has done, specifically with regard to the Company's flagship Tesoro gold project in Peru.
Nowhere do the dissidents say how they would advance the Company's high potential exploration properties. In fact, nowhere in their materials do they even mention that St. Elias is a mineral exploration company. They also deliberately distance themselves from the operations of the Company, saying that all of the dissident nominees will be independent and none expect to be employed by the Company.
St. Elias has not hidden a gold discovery
According to internet conspiracy theorists who appear aligned with the dissidents, St. Elias has fraudulently hidden a giant gold discovery at Tesoro. It is only possible to jump to such an absurd conclusion if the critic doesn't have any knowledge of how value is created in mineral exploration.
Consider these facts:
- Management disclosed accurate and full drilling results in compliance with the National Instrument 43-101 rules that govern mineral exploration disclosure. The results were disappointing but accurate.
- If the deep drilling at Tesoro had really discovered a giant gold deposit, it would have been in management's best interest to disclose it. Disclosing positive results would have enhanced the value of St. Elias and opened up potential new opportunities to advance the Company and its properties.
- Management stopped its deep drilling program at Tesoro because it was the responsible thing to do when early results did not live up to expectations.
- The 3D geophysical images that showed anomalies at Tesoro were tools to inform mineral exploration. However, one cannot really know what is in the ground before drilling commences.
- In the months following the decision to stop deep drilling at Tesoro, St. Elias has sought expert advice to inform a new exploration and development strategy. St. Elias expects to disclose more about that strategy to shareholders once fully developed and likely prior to the Annual General and Special Meeting.
St. Elias: successfully financed in challenging conditions
St. Elias raised $13 million in challenging market conditions over the past three years and has prudently deployed its capital. This is a significant accomplishment that speaks to the experience of the management team and potential of all of the Company's exploration projects. The dissidents claim that these funds have been misused for promotion. Consider these facts:
- Exploration is a capital-intensive business. Management needs to take a long-term view and ensure that there is a steady pipeline of funding to advance future phases of exploration. This requires outreach to a wide net of potential investors, which calls for travel and marketing efforts.
- The dissidents' criticized St. Elias for increasing costs over the four-year period ended May 31, 2012 but failed to mention this took place during a period of significantly increased exploration activities. In fact, for the year ended May 31, 2012 exploration expenses totaled $5.2 million, up 1,860% from $266,074 in the year ended May 31, 2009. It was unfair and misleading of the dissidents to isolate travel and operating costs without mentioning the corresponding increase in exploration activity.
Vote for an experienced and capable Board
The nominees put forward by the Company are experienced and capable. Under their supervision, the current management team will advance our exploration properties and raise awareness of St. Elias in a prudent and measured fashion – all with a view to surfacing value for our shareholders.
- Don't put your faith in dissidents who omit crucial details from their disclosure, whose only nominee with any public company experience is a reprimanded financial salesperson, and who won't - or can't -provide any exploration of financing plans for the Company.
- Recognize that investing in a junior exploration business comes with risks. Opt for a Board that has the right experience and is capable of minimizing risk and maximizing the opportunities ahead.
This is not a short-term game. The Board and management of St. Elias are in it for the long-term and remain committed to creating value for our shareholders. Please vote your WHITE proxy today.
Vote the WHITE proxy for an experienced board
Please review the Management Information Circular at www.steliasmines.com or www.SEDAR.com and vote only the WHITE proxy. Vote today. If you have questions or seek assistance with voting your WHITE proxy, please call our proxy solicitation agent, Georgeson toll free at: 1-888-605-8412 or [email protected].
About St. Elias
St. Elias is a gold-focused exploration company led by an experienced management team and active in Peru and British Columbia. St Elias' properties have high potential and are located in two of the most prolific mining regions of the world. For additional information on St. Elias and its projects, please visit us at www.steliasmines.com or call Danny Aaron at 1-888-895-5522 (toll free US and Canada).
If you have questions or need assistance voting your shares, contact our proxy solicitation agent, Georgeson Shareholder Communications Canada Inc. at 1-888-605-8412 (North American toll free) or email: [email protected].
ST. ELIAS MINES LTD.
(signed "Lori McClenahan")
Lori McClenahan, President, CEO and Director
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This News Release may contain forward-looking statements including, but not limited to, comments regarding the timing and content of upcoming work programs, geological interpretations, potential mineral recovery processes, etc. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements.
For more information contact:
St. Elias Mines LTD.
P: (604) 669-4677
Toll Free: 1-888-895-5522
SOURCE St. Elias Mines Ltd.
Cultural, regulatory, environmental, political and economic (CREPE) conditions over the past decade are creating cross-industry solution spaces that require processes and technologies from both the Internet of Things (IoT), and Data Management and Analytics (DMA). These solution spaces are evolving into Sensor Analytics Ecosystems (SAE) that represent significant new opportunities for organizations of all types. Public Utilities throughout the world, providing electricity, natural gas and water, are pursuing SmartGrid initiatives that represent one of the more mature examples of SAE. We have s...
Nov. 26, 2014 11:45 AM EST Reads: 627
One of the biggest challenges when developing connected devices is identifying user value and delivering it through successful user experiences. In his session at Internet of @ThingsExpo, Mike Kuniavsky, Principal Scientist, Innovation Services at PARC, described an IoT-specific approach to user experience design that combines approaches from interaction design, industrial design and service design to create experiences that go beyond simple connected gadgets to create lasting, multi-device experiences grounded in people's real needs and desires.
Nov. 26, 2014 11:45 AM EST Reads: 1,013
"Matrix is an ambitious open standard and implementation that's set up to break down the fragmentation problems that exist in IP messaging and VoIP communication," explained John Woolf, Technical Evangelist at Matrix, in this SYS-CON.tv interview at @ThingsExpo, held Nov 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
Nov. 26, 2014 11:45 AM EST Reads: 498
The Internet of Things will put IT to its ultimate test by creating infinite new opportunities to digitize products and services, generate and analyze new data to improve customer satisfaction, and discover new ways to gain a competitive advantage across nearly every industry. In order to help corporate business units to capitalize on the rapidly evolving IoT opportunities, IT must stand up to a new set of challenges. In his session at @ThingsExpo, Jeff Kaplan, Managing Director of THINKstrategies, will examine why IT must finally fulfill its role in support of its SBUs or face a new round of...
Nov. 26, 2014 11:45 AM EST Reads: 752
The Internet of Things will greatly expand the opportunities for data collection and new business models driven off of that data. In her session at @ThingsExpo, Esmeralda Swartz, CMO of MetraTech, discussed how for this to be effective you not only need to have infrastructure and operational models capable of utilizing this new phenomenon, but increasingly service providers will need to convince a skeptical public to participate. Get ready to show them the money!
Nov. 26, 2014 11:30 AM EST Reads: 926
We are reaching the end of the beginning with WebRTC, and real systems using this technology have begun to appear. One challenge that faces every WebRTC deployment (in some form or another) is identity management. For example, if you have an existing service – possibly built on a variety of different PaaS/SaaS offerings – and you want to add real-time communications you are faced with a challenge relating to user management, authentication, authorization, and validation. Service providers will want to use their existing identities, but these will have credentials already that are (hopefully) i...
Nov. 26, 2014 11:00 AM EST Reads: 886
Scott Jenson leads a project called The Physical Web within the Chrome team at Google. Project members are working to take the scalability and openness of the web and use it to talk to the exponentially exploding range of smart devices. Nearly every company today working on the IoT comes up with the same basic solution: use my server and you'll be fine. But if we really believe there will be trillions of these devices, that just can't scale. We need a system that is open a scalable and by using the URL as a basic building block, we open this up and get the same resilience that the web enjoys.
Nov. 25, 2014 09:30 PM EST Reads: 1,729
The Internet of Things is tied together with a thin strand that is known as time. Coincidentally, at the core of nearly all data analytics is a timestamp. When working with time series data there are a few core principles that everyone should consider, especially across datasets where time is the common boundary. In his session at Internet of @ThingsExpo, Jim Scott, Director of Enterprise Strategy & Architecture at MapR Technologies, discussed single-value, geo-spatial, and log time series data. By focusing on enterprise applications and the data center, he will use OpenTSDB as an example t...
Nov. 25, 2014 09:30 PM EST Reads: 1,771
P2P RTC will impact the landscape of communications, shifting from traditional telephony style communications models to OTT (Over-The-Top) cloud assisted & PaaS (Platform as a Service) communication services. The P2P shift will impact many areas of our lives, from mobile communication, human interactive web services, RTC and telephony infrastructure, user federation, security and privacy implications, business costs, and scalability. In his session at @ThingsExpo, Robin Raymond, Chief Architect at Hookflash, will walk through the shifting landscape of traditional telephone and voice services ...
Nov. 25, 2014 08:00 PM EST Reads: 1,733
The Domain Name Service (DNS) is one of the most important components in networking infrastructure, enabling users and services to access applications by translating URLs (names) into IP addresses (numbers). Because every icon and URL and all embedded content on a website requires a DNS lookup loading complex sites necessitates hundreds of DNS queries. In addition, as more internet-enabled ‘Things' get connected, people will rely on DNS to name and find their fridges, toasters and toilets. According to a recent IDG Research Services Survey this rate of traffic will only grow. What's driving t...
Nov. 25, 2014 07:00 PM EST Reads: 1,691
Enthusiasm for the Internet of Things has reached an all-time high. In 2013 alone, venture capitalists spent more than $1 billion dollars investing in the IoT space. With "smart" appliances and devices, IoT covers wearable smart devices, cloud services to hardware companies. Nest, a Google company, detects temperatures inside homes and automatically adjusts it by tracking its user's habit. These technologies are quickly developing and with it come challenges such as bridging infrastructure gaps, abiding by privacy concerns and making the concept a reality. These challenges can't be addressed w...
Nov. 25, 2014 04:30 PM EST Reads: 1,658
Explosive growth in connected devices. Enormous amounts of data for collection and analysis. Critical use of data for split-second decision making and actionable information. All three are factors in making the Internet of Things a reality. Yet, any one factor would have an IT organization pondering its infrastructure strategy. How should your organization enhance its IT framework to enable an Internet of Things implementation? In his session at Internet of @ThingsExpo, James Kirkland, Chief Architect for the Internet of Things and Intelligent Systems at Red Hat, described how to revolutioniz...
Nov. 24, 2014 07:00 PM EST Reads: 2,049
Bit6 today issued a challenge to the technology community implementing Web Real Time Communication (WebRTC). To leap beyond WebRTC’s significant limitations and fully leverage its underlying value to accelerate innovation, application developers need to consider the entire communications ecosystem.
Nov. 24, 2014 12:00 PM EST Reads: 1,781
The definition of IoT is not new, in fact it’s been around for over a decade. What has changed is the public's awareness that the technology we use on a daily basis has caught up on the vision of an always on, always connected world. If you look into the details of what comprises the IoT, you’ll see that it includes everything from cloud computing, Big Data analytics, “Things,” Web communication, applications, network, storage, etc. It is essentially including everything connected online from hardware to software, or as we like to say, it’s an Internet of many different things. The difference ...
Nov. 24, 2014 11:00 AM EST Reads: 2,143
Cloud Expo 2014 TV commercials will feature @ThingsExpo, which was launched in June, 2014 at New York City's Javits Center as the largest 'Internet of Things' event in the world.
Nov. 24, 2014 09:00 AM EST Reads: 1,995
SYS-CON Events announced today that Windstream, a leading provider of advanced network and cloud communications, has been named “Silver Sponsor” of SYS-CON's 16th International Cloud Expo®, which will take place on June 9–11, 2015, at the Javits Center in New York, NY. Windstream (Nasdaq: WIN), a FORTUNE 500 and S&P 500 company, is a leading provider of advanced network communications, including cloud computing and managed services, to businesses nationwide. The company also offers broadband, phone and digital TV services to consumers primarily in rural areas.
Nov. 23, 2014 07:30 PM EST Reads: 2,170
"There is a natural synchronization between the business models, the IoT is there to support ,” explained Brendan O'Brien, Co-founder and Chief Architect of Aria Systems, in this SYS-CON.tv interview at the 15th International Cloud Expo®, held Nov 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
Nov. 23, 2014 12:00 PM EST Reads: 2,107
The major cloud platforms defy a simple, side-by-side analysis. Each of the major IaaS public-cloud platforms offers their own unique strengths and functionality. Options for on-site private cloud are diverse as well, and must be designed and deployed while taking existing legacy architecture and infrastructure into account. Then the reality is that most enterprises are embarking on a hybrid cloud strategy and programs. In this Power Panel at 15th Cloud Expo (http://www.CloudComputingExpo.com), moderated by Ashar Baig, Research Director, Cloud, at Gigaom Research, Nate Gordon, Director of T...
Nov. 23, 2014 07:45 AM EST Reads: 2,175
An entirely new security model is needed for the Internet of Things, or is it? Can we save some old and tested controls for this new and different environment? In his session at @ThingsExpo, New York's at the Javits Center, Davi Ottenheimer, EMC Senior Director of Trust, reviewed hands-on lessons with IoT devices and reveal a new risk balance you might not expect. Davi Ottenheimer, EMC Senior Director of Trust, has more than nineteen years' experience managing global security operations and assessments, including a decade of leading incident response and digital forensics. He is co-author of t...
Nov. 22, 2014 05:30 PM EST Reads: 1,884
ARMONK, N.Y., Nov. 20, 2014 /PRNewswire/ -- IBM (NYSE: IBM) today announced that it is bringing a greater level of control, security and flexibility to cloud-based application development and delivery with a single-tenant version of Bluemix, IBM's platform-as-a-service. The new platform enables developers to build ap...
Nov. 22, 2014 05:30 PM EST Reads: 2,133