December 16, 2020
Al-Tamimi’s questionable dissident board nominee, Simon Marcotte, is also Al-Tamimi’s choice for the next CEO of Mason Graphite.
Al-Tamimi’s proposed director and CEO nominee requested a reduced title, with no reduction in compensation or responsibility, to avoid trading disclosure requirements and to have the ability to trade because of financial concerns.
To ensure Al-Tamimi is not given the opportunity to take control of your Company without paying shareholders a premium, Mason Graphite Shareholders are reminded to vote FOR Management’s Nominees using only the Management Proxy.
Following a whistleblower complaint brought to the Board of Directors (the “Board”) of Mason Graphite Inc. ("Mason Graphite" or the “Company") (TSX.V: LLG; OTCQX: MGPHF), the Board confirms that after proper due diligence was conducted, it is submitting today the said complaint to the Autorité des marchés financiers (AMF) for further investigation. As well, in the context of the upcoming contested meeting and in line with good corporate governance practices, the complaint is being disclosed publicly. The whistleblower’s complaint pertains to Mr. Simon Marcotte and his alleged violation of corporate securities trading policies. The complaint was investigated by the Company’s Audit Committeeand its legal counsel before being forwarded to the Board.
Mr. Simon Marcotte, who is a former Mason Graphite employee, is Fahad Al Tamimi’s (“Al-Tamimi”) candidate to become the next CEO of Mason Graphite. Additionally, Marcotte is a nominee on Al-Tamimi’s proposed dissident Board slate and he is also the acting spokesperson for Al-Tamimi, who seeks to take control of Mason Graphite with less than 10% of the total shares owned. This is another example of how ill-prepared Al-Tamimi and his proposed nominees are to lead Mason Graphite.
INFORMATION SURROUNDING THE COMPLAINT
On November 12, 2020, the Chair of Mason Graphite’s Audit Committee received a complaint pursuant to the Whistle Blowing Policy of the Company (the “Policy”) concerning the acts of a former employee, Simon Marcotte.
The Chair of the Audit Committee engaged outside legal counsel to do a formal inquiry in accordance with the Policy and to report back to the Audit committee.
The inquiry led to additional and unsuspected findings relating to misappropriation of confidential corporate information and selective disclosure. While said inquiry is still ongoing, the Company feels it has the obligation to disclose this crucial information that illustrates Simon Marcotte’s inappropriate, unethical and unprofessional behaviour.
Simon Marcotte requested a title change to evade insider trading reports
Simon Marcotte was responsible for investors relations for Mason Graphite from 2015 to the end of 2019, first as VicePresident of Investor Relations of the Company until February 23, 2018 and then as Director of Investor Relations from that date on, until his departure on October 8, 2019.
The change of title was made at Marcotte’s request so he could cease to be a “reporting insider” pursuant to Canadian Securities Laws and no longer have to file insider trading reports on SEDI. In an e-mail sent to the then CEO of the Company on February 17, 2018, Marcotte wrote that he needed money and needed “to be an ongoing seller” of the Company’s common shares. He wanted to do that without having to file insider trading reports, as it does not look good for a person in charge of investor relations to sell stock. By doing so, his transactions on common shares and options of the Company would go unnoticed by the market.
Marcotte continued to be fully responsible for investor relations of the Company after February 17, 2018 and until October 8, 2019.
Marcotte continued to have ongoing communications with the then CEO of the Company. Given his Investor relations role, he was kept well informed of all the plans and projects and confidential information about the Company, whether related to financings, negotiations with third parties, mergers and acquisitions, results of laboratory tests in, communications with governments etc.
With insider knowledge in-hand, Simon Marcotte transacted Mason Graphite securities
At three different times in 2018, Simon Marcotte exercised options to acquire common shares of the Company.
It is important to note that the Board and officers of the Company have been in black-out periods for most of the time since 2018 due to several ongoing confidential projects and discussions with third parties. As a result, none of the current directors and officers of the Company have exercised any options since 2017.
IN LIGHT OF THE INFORMATION OUTLINED ABOVE, WE REMIND MASON GRAPHITE SHAREHOLDERS THAT THEY SHOULD BE WARY ABOUT AL-TAMIMI’S QUESTIONABLE HAND-PICKED SLATE OF NOMINEES. DO NOT BE FOOLED - AL-TAMIMI’S SELECTIVE DISCLOSURE ABOUT HIS BOARD NOMINEES IS CLEARLY ONLY TO SERVE HIS OWN AGENDA AT YOUR EXPENSE.
If shareholders have already voted in favor of Al-Tamimi based on inaccurate information provided to them, they can change their vote by simply voting again using Management’s proxy prior to December 23, 2020 at 10:00 a.m. (Eastern Time).
VOTE TO SUPPORT THE CURRENT BOARD
In order to ensure that the opportunistic and self-serving Al-Tamimi and his nominees are not given the opportunity to take the reins of Mason Graphite, all shareholders are encouraged to vote well in advance of the deadline of December 23, 2020 at 10:00 a.m. (Eastern Time).
Shareholders are encouraged to review Management’s materials and vote using only Management’s proxy FOR Management’s nominees. For up-to-date information please visit the Company’s website at www.masongraphite.com.
SHAREHOLDER QUESTIONS AND VOTING ASSISTANCE
Please contact the Company’s shareholder communications advisor and proxy solicitation agent, Laurel Hill Advisory Group at:
Toll Free: 1-877-452-7184
About Mason Graphite
Mason Graphite is a Canadian corporation dedicated to the production and transformation of natural graphite. Its strategy includes the development of value-added products, notably for green technologies like transport electrification. The Company also owns 100% of the rights to the Lac Guéret graphite deposit, one of the richest in the world. The Company is managed by an experienced team cumulating many decades of experience in graphite, covering production, sales, as well as research and development.
Mason Graphite inc.
Ana Rodrigues at email@example.com or 1 514 289-3580
Head Office: 3030, boulevard Le Carrefour, suite 600, Laval, Quebec, Canada, H7T 2P5
This press release contains "forward-looking information" within the meaning of Canadian securities legislation. All information contained herein that is not clearly historical in nature may constitute forward-looking information. Generally, such forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results 2 "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to: (i) volatile stock price; (ii) the general global markets and economic conditions; (iii) the possibility of write-downs and impairments; (iv) the risk associated with exploration, development and operations of mineral deposits; (v) the risk associated with establishing title to mineral properties and assets; (vi) the risks associated with entering into joint ventures; (vii) fluctuations in commodity prices; (viii) the risks associated with uninsurable risks arising during the course of exploration, development and production; (ix) competition faced by the resulting issuer in securing experienced personnel and financing; (x) access to adequate infrastructure to support mining, processing, development and exploration activities; (xi) the risks associated with changes in the mining regulatory regime governing the resulting issuer; (xii) the risks associated with the various environmental regulations the resulting issuer is subject to; (xiii) risks related to regulatory and permitting delays; (xiv) risks related to potential conflicts of interest; (xv) the reliance on key personnel; (xvi) liquidity risks; (xvii) the risk of potential dilution through the issue of common shares; (xviii) the Company does not anticipate declaring dividends in the near term; (xix) the risk of litigation; and (xx) risk management. Forward-looking information is based on assumptions management believes to be reasonable at the time such statements are made, including but not limited to, continued exploration activities, no material adverse change in metal prices, exploration and development plans proceeding in accordance with plans and such plans achieving their stated expected outcomes, receipt of required regulatory approvals, and such other assumptions and factors as set out herein. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such forward-looking information. Such forward-looking information has been provided for the purpose of assisting investors in understanding the Company's business, operations and exploration plans and may not be appropriate for other purposes. Accordingly, readers should not place undue reliance on forward-looking information. Forward-looking information is made as of the date of this press release, and the Company does not undertake to update such forward-looking information except in accordance with applicable securities laws. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.