Mosquito Announces Iss Recommendation that Shareholders vote for Mosquito's Nominees on the Gold Proxy
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(via Thenewswire.ca)
VANCOUVER, October 1, 2012 - Mosquito Consolidated Gold Mines Ltd. ("Mosquito" or the "Company") (TSX-V: MSQ) announced today that Institutional Shareholder Services Inc. ("ISS") has recommended that its clients vote FOR Mosquito's nominees on the GOLD proxy.
ISS is a leading independent international corporate governance analysis and proxy voting firm. ISS makes its recommendation after hearing from both sides of a proxy contest and carefully considering what is in the best interests of shareholders. Its recommendations assist shareholders in making voting choices regarding proxy voting decisions.
In recommending that shareholders vote FOR Mosquito's nominees on the GOLD proxy, ISS explained the reasoning behind its decision and highlighted serious concerns with the dissident approach and slate of director nominees*:
Regarding the dissidents' plan and qualifications of its director nominees
"Further, given that the dissidents are seeking full control of the board, the dissident plan is nevertheless light in details and most of the points in the plan are being or have already been addressed by management. It is also noted that the dissident nominees overall appear to be less experienced than management nominees."
Regarding dissidents' non-supportable allegations
<-."Instead of putting most weight in addressing which side is more capable of advancing the CUMO project, which should be the real focal point at the current development stage of the company, it is noted that most of the dissident critiques are focused on financial control issues and CEO's business malpractices which were mainly coming from the arguments they made in the last proxy contest whereby four independent directors of the board had conducted a special committee investigation to address allegations of one of the dissident nominees and concluded that most of the dissident allegations were non-supportable."
Regarding the risk to value creation if the dissidents win
"As a whole, since there appears to be no significant evidence that the dissidents will be able to advance the CUMO project more efficiently or effectively than management, a full change of the board is not warranted at this time as it will distract the company's resources and thereby may cause unnecessary delay or adverse impact on delivery of the CUMO project."
Regarding the dissidents seeking disproportionate control and independence concerns
"In addition, in terms of governance structure, if the dissidents were elected, the major shareholder (17.4% stake) would have a somewhat disproportionate 33.3% or 50% board representation (Dissident director nominee Long Wang is a director and CFO of IEMR), which is not warranted in the circumstances. Also, the dissident slate may not be majority independent since it appears that Moeller have [sic] done some permitting process work on CUMO project for MSQ (Dykes and Wang are former executives of MSQ)..."
Voting Instructions
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, as ISS has recommended, 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.
*Permission to quote ISS was neither sought nor obtained.
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
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