Wildcat Exploration Shareholders Advised to Reject Dissidents
14 March 2007
Wildcat Exploration Ltd. announced today that its Board, excluding former CEO Shlomo (Sol) Prizant, recommends that shareholders elect the Company's nominees for the Board of Directors and reject the attempt to take control of the Company by a small group of dissident shareholders led by Sol Prizant.
The recommendations are included in the Management Information Circular being distributed to shareholders in connection with the Special Meeting to be held in Winnipeg on April 12, 2007. It has been filed with regulators and is available at www.sedar.com.
The Special Meeting was requisitioned by the dissidents, who have stated their intention to propose a resolution to remove all the current directors of the Company and replace them with as-yet-unnamed individuals to be nominated by the dissident group.
The Board removed Sol Prizant from his position as President and CEO of Wildcat on January 8, 2007 and terminated his consulting agreement with the Company on January 28, 2007. Sol Prizant signed a letter requisitioning the Special Meeting that was received by the Board on January 18, 2007.
Wildcat's management believes the requisition for the Special Meeting is the direct result of the termination of Sol Prizant as an officer of the Company.
In a letter to shareholders included with the Management Information Circular, Jerrold Siemens, Chairman of the Board, as well as Interim President and Chief Executive Officer, and Rob Dzisiak, Chairman of the Executive Committee of independent directors, said: "The dissidents are seeking to take control of your company without paying for your shares. Their attempt to take control of Wildcat's Board is, in fact, an attempt to gain control of Wildcat for free and to put the Company in the hands of Shlomo Prizant.
"Wildcat's Board and its Executive Committee of independent Directors believe that Mr. Prizant is the wrong person to lead Wildcat. We believe that Mr. Prizant has acted - and will continue to act - against the best interests of Wildcat shareholders.
"The effort he is leading to replace the current Board could, if successful, prevent the ongoing investigation into Mr. Prizant's activities while he was the CEO of Wildcat. The Company has filed a Counterclaim against Mr. Prizant to seek recovery for damages incurred by the Company during Mr. Prizant's tenure as President and CEO."
The Management Information Circular notes that during Mr. Prizant's tenure, he repeatedly attempted to circumvent the Board, whose responsibility is to protect the best interests of shareholders. For example:
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- Sol Prizant obtained the resignation of PricewaterhouseCoopers LLP
and purported to appoint the firm of Danziger & Hochman Chartered
Accountants as auditor of the Company. Mr. Prizant also engaged a new
law firm for Wildcat. None of these actions was approved by the
Wildcat Board.
Danziger & Hochman is led by David Danziger, a business associate of
Mr. Prizant and also the sole director of Yes Forex Limited, a
company that is among the dissidents. The law firm hired by
Mr. Prizant to work for the Company is now acting for the dissidents.
- Sol Prizant entered into questionable transactions on behalf of
Wildcat with a series of corporations owned or controlled by
Mr. Prizant, his family members, personal friends, and business
associates, without notifying the Board or obtaining Board approval.
These transactions may not have been for fair value and in some cases
may not have provided any benefit to Wildcat. PricewaterhouseCoopers
LLC is continuing its forensic investigation into payments made to
two companies owned by Sol Prizant for almost $60,000, as well as the
purchase of an all-terrain vehicle and a trade show display (that
cannot be folded and is too heavy to ship by air) from a company
owned by his son.
- Sol Prizant submitted duplicate expense reports totalling almost
$25,000 and obtained payment for expenses totalling at least $130,000
in his eight months as CEO, the majority of which appear to be
personal expenses. These appear to include trips to Israel and Rome
with his wife. He did not seek Board approval for these expenses.
- Sol Prizant and David Danziger corresponded about launching the
current proxy contest for control of the Company in December, 2006,
when the former was Wildcat's CEO and the latter was representing the
Company's purported auditor.
- Sol Prizant failed to include the Board in key corporate decision-
making while he was CEO.
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The Company is recommending that shareholders vote FOR the removal of the current Board of Directors, including Sol Prizant, and FOR the election of four current directors: Jerrold Siemens, Joseph Baylis, Denis Fillion and Rob Dzisiak. Reasons for supporting these directors are detailed in the Management Information Circular and include the acquisition and active exploration of Wildcat's promising portfolio of properties, its near-term plans for the properties, the longer-term strategy for the Company developed by the Board, and the Directors' business experience.
Shareholders are also asked to approve the appointment of BDO Dunwoody LLP, Chartered Accountants, as the Company's auditors.
Wildcat Exploration shareholders are advised to vote only the BLUE form of proxy to be received along with the Management Information Circular. Any questions about voting can be directed to the firm assisting the Company in the solicitation of proxies, Kingsdale Shareholder Services Inc., at 1-866-877-2571.
About Wildcat Exploration Ltd.
Wildcat is a Winnipeg-based mineral exploration company actively exploring for gold and base metals in Canada. For further information on the company please visit our website at www.wildcat.ca or contact us at info@wildcat.ca.
The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this press release.
For further information: Shareholder Contact: Wesley Hall , Kingsdale Shareholder Services Inc., Phone: (416) 867-4550, Email: whall@kingsdaleshareholder.com; Media Contact: John Lute, Lute & Company, Phone: (416) 929-5883, Email: jlute@luteco.com
Source: newswire
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