🕐01.04.13 - 16:27 Uhr
LETTER FROM THE CONCERNED SHAREHOLDERS OF PACIFICORE MINING CORP.
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FOR IMMEDIATE RELEASE
Concerned Shareholders of PacificOre Mining Corp.
Intend to File and Mail a Dissidents
Information Circular to Offer Change for the Better
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VANCOUVER, BRITISH COLUMBIA -- April 1, 2013 - Shareholders of PacificOre Mining
Corp.
(TSX-V: "PC") (the "Company"), please take notice that: Concerned Shareholders
of the Company, announced today that they intend to file and mail an information
circular (the "Dissidents Information Circular") with Canadian securities regulators
and has initiated a proxy solicitation process with the objective of having a new
board of directors elected at the Companys annual general and special meeting of
shareholders to be held on April 26, 2013 (the "AGM").
Copies of the Dissidents
Information Circular will be mailed to shareholders in the next week and will be
available online at www.sedar.com or by contacting Computershare Investor Services
Inc.
The Concerned Shareholders are seeking to elect Adrian Bakker, Stephen Pearce
and Paul Sorbara to the board (collectively, the "Dissident Nominees").
The Dissident
Nominees are successful businessmen with significant experience in geological exploration.
The Concerned Shareholders have initiated this proxy solicitation because they have
lost all confidence in the ability of the current management of the Company to maximize
shareholder value.
The Company has failed to advance any of the Companys projects
significantly and continues to struggle just to preserve its limited financial resources.
During 2012 the Company spent $1,851,506 in administration costs and spent only
$296,665 in exploration costs.
Since March 2011, the share price of the Company
has decreased substantially.
The Concerned Shareholders strongly believe that the
proposed nominees for directors slated by the current management of the Company
are not in shareholders best interests; instead, they are being proposed for re-election
to further entrench current management, who have failed to effectively manage the
affairs of the Company and deliver shareholder value.
The Concerned Shareholders believe that the Dissident Nominees have the necessary
experience in geological exploration, as well as skills in business, capital markets,
finance and accounting, to enhance shareholder value and allow the Company to realize
on its potential.
For further information on each of the Dissident Nominees, please
see the Dissidents Information Circular under the heading "Profiles of the Dissident
Nominees".
The Concerned Shareholder urges shareholders to review the Dissidents Information
Circular and to vote only their GREEN PROXY (accompanying the Dissidents Information
Circular and also available on www.sedar.com under the Companys profile) no later
than April 24th, 2013 at 5:00 P.M.
(Pacific Time) by signing, dating and sending
their GREEN PROXY by:
(a) EMAIL to ,or
(b) FAX to COMPUTERSHARE INVESTOR SERVICES INC.
at: 1-866-249-7775
(c) MAIL to COMPUTERSHARE INVESTOR SERVICES INC.,100 UNIVERSITY AVE.,
9TH FLOOR, TORONTO, ONTARIO, M5J 2Y1
IF YOU ARE A NON-REGISTERED HOLDER OF COMMON SHARES OF THE COMPANY, PLEASE FOLLOW
THE INSTRUCTIONS UNDER THE HEADING OF "NON-REGISTERED SHAREHOLDERS" IN THE DISSIDENTS
INFORMATION CIRCULAR.
If you have already voted in favour of managements nominees and resolutions, you
may change your vote by submitting a GREEN PROXY with a later date.
A later GREEN
PROXY automatically revokes any earlier proxy given, including a white management
proxy.
The Concerned Shareholder believes that a prosperous future for the Company and
its shareholders is still attainable, but only if the Company becomes fiscally responsible
and effectively develops its business under new leadership.
The attached letter to shareholders is part of the Dissidents Information Circular
available on www.sedar.com and outlines the concerns of the Concerned Shareholders
as well as their plans for the Company.
For further information, please see the Dissidents Information Circular available
on www.sedar.com under the profile of the Company.
Concerned Shareholders
Letter to the Shareholders of PacificOre Mining Corp.
from the Concerned Shareholders:
April 1, 2013
A LETTER TO SHAREHOLDERS OF PACIFICORE MINING CORP.
Dear Fellow PacificOre Shareholder:
I am writing on behalf of the Concerned Shareholders (as defined in the attached
Dissidents Information Circular) to ask for your support at the annual general
meeting of PacificOre Mining Corp.
("PacificOre" or the "Company") scheduled to
be held on Friday, April 26, 2013 in Vancouver, BC.
Unfortunately, the actions of management and the current Board of Directors have
forced us to take action to protect our investment and that of all shareholders.
The Concerned Shareholders do not have confidence in their ability to increase shareholder
value.
Set out below are reasons why we believe that a change at the top is needed
at the Company and what you as a shareholder can do to create it.
Governance Concerns: The current Board has exhibited a disturbing lack of concern
for shareholder interests.
According to the Companys latest audited financial statements
the Company spent only $296,665 on exploration during its 2012 fiscal year while
its administrative costs were in excess of $1.8 million.
It is time the Company
become an exploration company, not an administrative company.
The Company has been
planning a drill program since July 2012 and has finally announced a small program
in March 2013 with the meager funds it has left.
If only a fraction of the funds
spent on administration last year was put into the ground, PacificOre could be
in a much better place today.
Managements lack of focus on exploration is not limited to the past year.
Since
2005 management has spent more on administration than exploration every single
year.
Administration costs exceeded exploration costs by a staggering $10M over
this period and there is absolutely nothing to suggest this pattern will not continue
under current management.
Lack of focus is also destroying value for PacificOre shareholders.
Specifically,
spinning out assets through one of the Companys many subsidiaries, one being Pro
Minerals Inc.
("Pro Minerals").
Pro Minerals was the first subsidiary spinout of
Company assets on the TSX Venture Exchange.
With an IPO price of $0.25, we contend
many people recognized the value of these assets.
Pro Minerals has been halted from
trading on the TSX Venture Exchange since September 2012 (last price $0.01) and
management has demonstrated no efforts or plan to have Pro Minerals trading again.
PacificOre is the largest shareholder of Pro Minerals and all the directors of Pro
Minerals are also directors of PacificOre, they have succeeded in destroying any
value which might have accrued to PacificOre shareholders from this shareholding.
It appears management has further diverted PacificOre assets through another of
these subsidiaries, Priority Ventures Corporation ("Priority Ventures").
According
to the Companys latest audited financial statements its investment in Priority
Ventures has been diluted from one year ago while at the same time amounts owing
from Priority Ventures to the Company has increased.
A double hit to the Company
and another example managements lack of focus on building value for shareholders.
Excessive compensation: The Board of Directors has seen fit to pay Mr.
OBrien in
excess of $2,000,000 over the past 10 years.
His benefits extend beyond the millions
of dollars and options, the Board of Directors authorized the lease of a Cadillac
Escalade to Mr.
OBrien at a significant cost to the Company.
The Companys 2012
audit states the Companys minimum lease payments over the next 5 fiscal years
are 2013 - $46,330, 2012 - $44,190 and 2015 - $33,143.
If this was not enough, Mr.
OBrien received further consideration from Pro Minerals, formerly a wholly owned
subsidiary of the Company, in the amount of $290,000 over the past three years,
according to the Companys most recent proxy filings.
Excessive option grants: The Company had 21,159,013 options outstanding according
to its latest audited financial statements, representing approximately 15% of the
issued and outstanding shares.
Incredibly, the Board of Directors have seen fit
to grant most of the stock options to its CEO, Mr.
Patrick OBrien.
According to
Mr.
Obriens insider reporting filing he held 7,873,000 options.
PacificOres dismal share price performance under the current board: PacificOres
shares declined no less than 90% in 2 years following the award of claims covering
the world class project, the Lac Dore project.
It is time for real change: The Company is at a critical point.
The Company needs
proper guidance now from an experienced Board for maximum value to be achieved for
all shareholders.
Execution is critical to the Companys success.
Historical performance
demonstrates that there is a significant risk of a loss of shareholder value if
the management nominee slate is elected.
The Concerned Shareholders strongly believe
that the proposed nominees for directors by the current management of the company
are not in shareholders best interests; instead, they are being proposed for re-election
to entrench current management further, which has failed to manage the affairs of
the company effectively and deliver shareholder value
The Concerned Shareholders believe that a prosperous future for the Company and
its shareholders is still attainable, but only if the Company becomes fiscally responsible
and effectively develops its business under new leadership.
The Dissident Nominees
offer change for the better.
Vote your GREEN PROXY today.
If you have any questions in connection with the completion and delivery of your
GREEN PROXY, please call Adrian Bakker or Stephen Pearce at 1-604-351-9924 and
one of them would be pleased to assist you.
Yours Sincerely,
CONCERNED SHAREHOLDERS
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