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Mosquito Consolidated Gold Mines Mails Letter to Shareholders and Management Information Circular in advance of Special General Meeting

18.09.2012  |  The Newswire
Sep 17th, 2012 Copyright (c) 2012 Thenewswire.ca - All rights reserved.


(via Thenewswire.ca)


Shareholders Asked to Vote Only the GOLD Proxy and to Ensure it is Received Prior to the
Proxy Voting Deadline of Friday, October 12, 2012 at 2:00 p.m. (Vancouver time)


VANCOUVER, September 17, 2012 - Mosquito Consolidated Gold Mines Ltd. ("Mosquito" or the "Company") (TSX-V: MSQ) today advised shareholders that it has mailed and filed a Letter to Shareholders and Management Information Circular in advance of a Special General Meeting of Holders of Common Shares that will take place on October 16, 2012.


The Letter to Shareholders and Information Circular outline the actions management has taken over the last fiscal year to advance the development of the CUMO deposit, and the significant costs that Mosquito has incurred as a result of a small group of dissident shareholders' unnecessary actions. Management is focused on moving forward with the development of CUMO, creating value for shareholders and protecting shareholder interests. In support of these goals, Mosquito has put forward three new, highly qualified and independent directors for election to the Board of Directors.


Conversely, the dissidents have offered no alternative plan to advance the CUMO project. The dissidents include a former Exploration Manager at CUMO who, as the Company's "Qualified Person" at the time, was directly responsible for a significant error resulting in the over-estimation of the recoverable molybdenum resource values at CUMO, as discussed in further detail in the Company's press release of September 13, 2012. The dissident group also includes a former director of the company. Mosquito has had to sue both the former Exploration Manager and the former director for breach of their fiduciary and other legal duties they owed to Mosquito and its shareholders. Their actions have resulted in significant extra costs to the Company, and costly delays to the engineering process and the further advancement of CUMO. Mosquito believes that shareholders' interests will be best served by the Company's proposed directors, not by self-interested dissidents with a record of breaches of conduct.


Mosquito urges shareholders to carefully review the Letter to Shareholders (included below) and the Management Information Circular and vote only their GOLD proxy well in advance of the proxy deposit deadline of Friday, October 12, 2012 at 2:00 p.m. (Vancouver time).


Mosquito's Letter to Shareholders follows:


Letter to Shareholders


Dear fellow shareholder,


Don't let a group of dissident shareholders put your investment in Mosquito at risk. Protect your interests by voting FOR management's proposed director nominees on the enclosed GOLD proxy well in advance of the proxy deposit deadline of Friday, October 12, 2012 at 2:00 p.m. (Vancouver time) prior to the October 16, 2012 Special Meeting of Shareholders.


You may be wondering why Mosquito is holding a Special shareholder's Meeting less than a year after the Company's AGM. This meeting is essentially a "do-over" of the 2011 Annual and Special Meeting of Shareholders, last held on December 16, 2011, at which a majority of Mosquito shareholders voted to elect management's nominees and in favour of management's other proposals, only to see their votes nullified after dissident shareholders petitioned the B.C. Supreme Court to void the results of the 2011 AGM and force another meeting.


The dissidents' actions are imposing significant costs and uncertainties on Mosquito and its shareholders. The dissidents are continuing with this action despite the Court finding no evidence of mala fides or bad faith demonstrated by the Company or the Chair of the meeting. However, we have no choice other than to comply with the Court's order.


Since June 30, 2011, Mosquito's management has made significant progress in advancing the CUMO project, one of the largest un-mined molybdenum projects in the world. Among other things, Mosquito has completed drilling of over 19,260 feet in 11 core holes, cut access roads, and built critical infrastructure onsite at CUMO. In addition, management has met with numerous, natural resource, steel producing, off-take and financial companies with an eye to exploring partnerships or other arrangements to help move the CUMO project forward. For more detail on these initiatives, please see page 6 of the Information Circular.


These efforts have been hindered by the costly and unnecessary actions of the dissidents. These actions have cost the Company more than half a million dollars, and have distracted management from our core focus of developing the CUMO project and delivering value to shareholders. If the dissidents get their way the costs to Mosquito could be substantially higher.


The dissidents have not offered a legitimate plan for advancing or financing the CUMO project, nor have they accepted a compromise that would return the focus to the interests of all shareholders. Instead, they continue with an unnecessary campaign of self-interest that, if the dissidents get their way, could drain Mosquito's entire cash reserve and expose the Company to added risks.


The dissidents included a former board member, as well as a former member of Mosquito's management. In his role as Exploration Manager, dissident Shaun Dykes provided a resource model that contained a serious error in its calculation of the contained molybdenum value with respect to the Company's CUMO project. That information was supplied to the authors of the Company's 2009 preliminary economic report which lead to a resource estimate overstatement that the Company recently discovered and is correcting. As the QP, Mr. Dykes oversaw the creation of the overstated resource estimate.


Mosquito also believes that each of the dissidents have breached a number of their fiduciary and legal duties to the Company and its shareholders, including refusing to return confidential and proprietary data and information which they misappropriated from Mosquito. This breach of conduct has caused costly delays to the engineering process and the further advancement of CUMO. This left the Company with no choice but to sue the dissidents. Mosquito will continue to protect shareholder interests in this regard. Details of the dissidents' costly and unnecessary campaign of self-interest are available on pages 7-10 of the attached Information Circular.


Mosquito believes that independent Director Nominees Mr. Scott E. Broughton, P. Eng., Mr. Walter A. Marting Jr., BA, MBA and Mr. Gaston Reymenants will bring additional skills and experience in mining development and finance, as well as demonstrated leadership expertise to the Company. Their full biographical information can be found under the "Election of Directors" section in the Information Circular.


Your investment in Mosquito is at risk as a result of the dissidents' conduct. It is therefore imperative that shareholders vote only their GOLD proxy in support of management's director nominees and ensure that it is received by no later than the proxy deposit deadline of Friday, October 12, 2012 at 2:00 p.m. (Vancouver time).


For assistance in voting your Shares, please contact Mosquito's Proxy Solicitation Agent, Georgeson at: 1-866-413-8828 or by email: askus@georgeson.com.


I thank you for your continued support and will continue to work to create value for all shareholders.


Sincerely,


Brian A. McClay


Brian A. McClay, President, CEO and Director


Voting Instructions


Voting instructions vary by shareholder type, so we encourage you to consult below for specific voting instructions.


If you receive a GOLD proxy, you are "Registered shareholder" of the Company (namely, you likely hold a physical share certificate registered in your name). Shareholders who wish to vote the GOLD proxy may do so by one of three ways:





  • a)by Telephone: (866) 732-8683

  • b)by Internet: www.investorvote.com


  • If voting by telephone or internet, you will need to enter your 15-digit control number found on the bottom left hand corner of GOLD proxy and follow the prompts.



  • c)by mail: mark, sign and date your GOLD proxy and return it to the Company's proxy depository, Computershare, 100 University Avenue, 9th Floor, Toronto, Ontario M5J 2Y1, facsimile: 1-866-249-7775.


  • If you receive a GOLD "voting instruction form" or VIF you are "Beneficial shareholder" of the Company. Canadian beneficial shareholders (namely, you hold your Shares through a Canadian broker, bank, intermediary or depositary) have 3 ways to vote your GOLD VIF:



  • a)by Telephone: 1-800-474-7493 (English) or 1-800-474-7501 (French).

  • b)by Internet: www.proxyvote.com.


  • If voting by telephone or internet, you will need to enter your 12-digit control number found on the upper left hand corner of GOLD VIF and follow the prompts.



  • c)by mail: mark, sign and date your GOLD VIF and return it to Broadridge Canada, Proxy Tabulation, P.O. Box 2800 Stn LCD, Malton, Mississauga, Ontario L5T 2T7.


  • U.S. beneficial shareholders (namely, you hold your Shares through a U.S. broker, bank, intermediary or depositary) have 3 ways to vote your GOLD VIF:



  • a)by Telephone: 1-800-454-8683.



  • b)by Internet: www.proxyvote.com.


  • If voting by telephone or internet, you will need to enter your 12-digit control number found on the right side, middle area of your GOLD VIF and follow the prompts.



  • c)by mail: mark, sign and date your GOLD VIF and return it in the postage prepaid envelope included in your material.


  • Please ensure that your proxy or VIF is received by no later than the proxy deposit deadline of Friday, October 12, 2012 by 2:00 p.m. (Vancouver time).


    For assistance please contact Mosquito's Proxy Solicitation Agent, Georgeson at 1-866-413-8828 or by email: askus@georgeson.com.


    Special Meeting


    The Special Meeting is scheduled for Tuesday, October 16, 2012 at the Vancouver Convention Centre, West Meeting Rooms 205-7, 1055 Canada Place, Vancouver, B.C. V6C 0C3 at the hour of 2:00 p.m. (Vancouver time).


    About Mosquito Consolidated Gold Mines Limited


    Mosquito Consolidated Gold Mines Limited is a mining exploration and development company with a diverse portfolio of high potential precious and base metals projects, located in low political-risk environments in North America. The Company's primary focus is developing its Idaho-based CUMO project, one of the world's largest molybdenum deposits with significant copper, silver and tungsten by-products. For more information about the company, please visit www.mosquitogold.com and www.CUMOproject.com.


    For further information contact:


    Shareholders:


    Georgeson


    Telephone: 1-866-413-8828


    Email: askus@georgeson.com


    Media:


    Trevor Zeck


    Longview Communications Inc.


    (604) 694-6037


    Joel Shaffer


    Longview Communications Inc.


    (416) 649-8006


    THE TSX-VENTURE EXCHANGE NOR ITS SERVICE PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX-VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

    Copyright (c) 2012 Thenewswire.ca - All rights reserved.


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