Concerned Shareholders of New Millennium Announce Campaign to Save New Millennium and Growing Shareholder Support
Marketwired
TORONTO, ONTARIO--(Marketwired - Jan 4, 2016) -
Concerned Shareholders will mail today a preliminary circular to ensure sufficient time to inform shareholders of how they can help save their investment in NML;
Management and directors of NML lack ownership, holding only a mere 1.17% of NML shares - their focus remains on their compensation, not long-term shareholder value;
NML continues to have significant operating expenses, including executive compensation, notwithstanding the significant downturn in the iron ore market;
NML's governance practices and disclosure record are deeply troubling;
The Concerned Shareholders' nominees are committed to reducing expenses, preserving assets and exploring alternatives to enhance shareholder value for ALL shareholders.
Susan Milton and Greg Chorny (the "Concerned Shareholders" or "we"), together with other members of the Milton family, own approximately 7.02% of the outstanding common shares of New Millennium Iron Corp. ("NML" or the "Company"), and have announced that they will mail today a preliminary circular in connection with the March 15, 2016 special meeting of shareholders (the "Meeting"). The Meeting was requisitioned by the Milton family for the purpose of reconstituting the board of NML (the "Board") by replacing all of the directors of NML (other than representatives of Tata Steel Limited) (the "Unelected Directors") with four new independent directors to bring about much needed change.
For further background on the reasons for our requisition and information regarding the need to save NML from the current management and Board, we strongly recommend you visit our website at www.saveNML.com.
We believe that the Company has set a record date of February 12, 2016 for the Meeting in order to delay our ability to fully solicit shareholders. This strategy will not work. We are seeking your immediate support by urging you to either sign and return the support letter attached to the circular that will be mailed today, or complete the document on our website. We intend to mail our proxy shortly after the February 12, 2016 record date and after NML has issued its management circular, at which time the final Concerned Shareholders' circular will be accompanied by a BLUE form of proxy. The final Concerned Shareholders' circular will also provide you with details regarding our concerns with management and set out further information and a timeline for our new strategic plan.
OUR PLAN
The focus of our plan for the Company will be to cut operational expenses dramatically, while maintaining key relationships and preserving value. The cuts will start with management and Board compensation, which will be dramatically reduced and in so doing we will propose that no cash compensation be paid to our nominees on the Board.
In light of the current and predicted price for iron ore and pellets, we believe that any other plan would be negligent and delusional.
We expect that the new Board will examine all alternatives to enhance shareholder value, and in so doing would have no pre-conceived idea of what it will take to enhance shareholder value. They will work for the benefit of all shareholders with a focus on increasing stock price and not be concerned with compensation from the Company. Since management and the current Board only hold 1.17% of the issued and outstanding shares, it is not surprising that they are focused on compensation rather than the long-term value of the Company.
We have no doubt that management and the current Board will, over the coming weeks, outline to you changes that are based on our plan, but claim them as their own. We have great confidence that our fellow shareholders will not judge the current Board and management by their words and actions that result from the changes that we have been forced to seek, but by their track record of abysmal performance, unacceptable disclosure and poor governance.
GROWING SUPPORT FROM SHAREHOLDERS
Since we began this process on November 20, 2015 to enhance shareholder value, we have received positive feedback from all those we have spoken to. Our support continues to grow and we believe we now have a support level of well over 20% of the outstanding NML shares. However, even with this initial strong show of support, we still value and require the support of ALL shareholders to ensure necessary change is realized.
THE CONCERNED SHAREHOLDERS' INDEPENDENT BOARD NOMINEES
The Concerned Shareholders believe that it is time for new independent leadership on the Board. We propose to remove each of the Unelected Directors, namely Lee C.G. Nichols, Robert Patzelt, Pierre Seccareccia, Kevin Bullock, Mario Caron and Howard Lutley (or their respective appointed successor(s)), as directors of NML and elect the following four new independent directors to the Board:
Peter C. McRae - Mr. McRae is a Chartered Accountant and Chartered Professional Accountant. He attended the University of Toronto's Rotman School of Management in 2008 and graduated from the Directors Education Program of the Institute of Corporate Directors with an ICD.D designation. He is currently the Chairman, and between 1994 and 2015, was the President and CEO, of Freedom International Brokerage Company, Canada's largest Inter-Dealer Broker. Mr. McRae's earlier career involved four years in Abu Dhabi as a Financial Administrator for an engineering firm before joining the investment dealer Wood Gundy, first in the Treasurer's office in Toronto and subsequently in New York. Mr. McRae has been a director of several public companies and is currently a director and the Chair of the audit committee of FCF Capital Inc. (TSX VENTURE:FCF). Mr. McRae is also a director and the Chair of the audit committee of Merry Go Round Children's Foundation.
Susan Milton - Ms. Milton is a seasoned investor and investment advisor with two decades of professional experience. Ms. Milton began her career, in 1995, working with her late father, George Milton, at Moss Lawson & Co. and then at Richardson Greenshields & Sons (which was subsequently acquired by RBC Dominion Securities). From 1997 to 2000, she was an investment advisor at RBC Dominion Securities. Those early years in the industry were focused primarily on natural resource stocks. From 2005 to 2007, she was a sales executive at Ocean Equities, London, England. More recently, from 2008 to 2014, Ms. Milton was an investment advisor at Richardson GMP (and Macquarie Private Wealth Inc., which was acquired by Richardson GMP). Ms. Milton holds an MBA with a specialization in Financial Management & Markets from Arizona State University.
Daniel P. Owen - Mr. Owen holds a B.Sc. (Econ.) from the London School of Economics and Political Science having specialized in accounting. Mr. Owen is a private investor and entrepreneur, currently Chairman and Chief Executive Officer of a private investment management company, Chairman of a helicopter conversion and enhancement company, and formerly a Senior Vice President of Polysar Energy & Chemical Corporation (previously named Canada Development Corporation). Mr. Owen has served on the board of directors of a number of Canadian public companies and on the audit committees of these Canadian public companies. Mr. Owen also served on the board and the committees of Sherritt International Corporation from 1990 to 2012.
Prashant Pathak - Mr. Pathak has been the President of Ekagrata Inc., a private investment firm, since 2008. Prior thereto, he held several management and operational positions in the energy services industry at Halliburton and Schlumberger and was a Partner of McKinsey & Company where he advised executives of global corporations. He was Managing Partner of ReichmannHauer Capital Partners (a private equity firm) from 2006 to 2012, a business he helped launch. Mr. Pathak has extensive international management and operational experience, having worked in Europe, the Middle East, Southeast Asia and North Asia. In 2008, Mr. Pathak was appointed by the Canadian government to the board of the Business Development Bank of Canada, a Crown corporation. He is also a director of Quest Rare Minerals Ltd. (QRM.TO). Mr. Pathak was recognized as one of Canada's Top 40 Under 40 in 2008. He is a former member of the board of the North York General Hospital and was a charter member of TiE, the world's largest non-profit network dedicated to the advancement of entrepreneurship. Mr. Pathak holds an MBA with distinction from INSEAD (in France), and a Bachelor of Technology degree in Electrical Engineering and a diploma in Fuzzy Logic from the Indian Institute of Technology (Kanpur, India).
If elected, each nominee would serve until the next annual meeting of shareholders or until his or her successor is elected or appointed.
Once again, we urge all shareholders to visit www.saveNML.com and show your support by executing the support letter. This action, in addition to the completion of the BLUE proxy which will be sent to shareholders in February, will help ensure the much needed change and replacement of an entrenched broad whose focus remains on their compensation, not enhancing long-term shareholder value. Please join us to change the failed strategic plan of NML and finally bring shareholders what they deserve.
