Dissident shareholders win proxy fight; take control of Oremex Silver

Dissident shareholders of Oremex Silver (TSX.V: OAG), led by Concept Capital Management,reported earlier this week that shareholders overwhelmingly voted to approve the proxy circular proposed to replace the Oremex board of directors.

Frank Hogel, Allan Folk and Keith Stein were elected as the new directors of the company and will replace the outgoing board of John Carlesso, Keith Minty and Rod Prat.

Tensions had been growing since November when the dissidents called for removal of Oremex directors due to inadequate oversight and mismanagement of the company. The dissidents requisitioned a general meeting on November 26th to vote on its proxy circular.

Management at Oremex claimed the meeting was improperly called and responded three days later by issuing 35.4 million shares to Global Resource Investment Trust Plc (GRIT).

The share issuance significantly reduced equity positions of the largest dissidents- Concept Capital Management and Sprott Asset Management- and made GRIT the single largest shareholder of Oremex, which put approval of the proxy at risk.

Immediately the dissidents filed an application with the Superior Court of Ontario to have the results upheld. A decision was handed down on December 20th by Ontario Superior Court of Justice D. Brown.

In the ruling Brown stated that Oremex’s conduct was an unlawful attempted to dilute shares of the company prior to the annual general meeting. He also concluded that the Novermber 26th meeting called by the dissidents was not valid and the proxy would need to be re-voted on at the annual general meeting.

He further ordered that November 27th act as the record date of shareholders, eliminating the shares issued to GRIT from voting on the proxy, and instructed that the new December 31st date for the annual general meeting to not be cancelled or adjourned.

The proxy circular was overwhelmingly approved at the December 31st meeting.

“It has been gratifying to receive overwhelming shareholder support for the new board,” said Mr. Hogel in a statement. “We would like to thank all of our supporters as we get Oremex back to business. We look forward to improving corporate governance measures at Oremex and working in the interests of all shareholders.”

Adding salt to the wound, the incoming board has announced its intention to move forward with the GRIT transaction.

Shares of Oremex, which remain halted, are traded on the TSX Venture under the ticker symbol OAG. The company controls a solid portfolio of silver assets in Mexico, including the Tejamen project, which contains National Instrument (NI) 43-101 compliant resources totaling 50.8 million ounces of silver.