OT Mining Shareholder Update on Events Subsequent to Share Issue of February 2014

Press Release – For Immediate Release 

OT Mining Shareholder Update on Events Subsequent to Share Issue of February 2014

Hostile minority shareholder group led by Michael Litwin attempting to sequester assets

OT Management and Board Seek Compensatory Damages in the Quebec Courts

Basin, Montana – August 11, 2020 – OT Mining (OTMN) Management and Directors are reporting on developments regarding an “investor group” whose purchase of a private placement of common shares was announced on February 28, 2014. The transaction which closed in New York was brokered by Randal Stephenson of International Investment Partners LLC.  The funds were delivered to OTMN’s attorney’s trust account in New York from three holding companies all vetted as accredited investors who received 4,687,500 common shares of OTMN priced at $0.08 per share, 10,000,000 options to purchase additional shares of OTMN priced at $0.10 per share, and 4,687,500 warrants to purchase shares of OTMN at a price of $0.16 per share.  The warrants and options expired in February 2017, leaving the bloc with a 15.5% voting interest. The agreement between management and the investors was that the $1 million dollars of follow-on funding was required to finalize the geological characterization of the Ruby Mine and ore processing mill owned by OTMN in Jefferson County, Montana. 

Randal Stephenson’s representative during the due diligence phase of the investment was Mr. Corey Safran, a resident of New Jersey.  Corey Safran recommended Michael Litwin CPA to prepare the June 30, 2014 annual financial statements of OTMN.  Michael Litwin is a CPA practicing in Montreal, Canada.  Corey Safran disclosed to Management in February 2014, that Michael Litwin had participated in the private placement and was assisting in raising the additional $1 million.  Mr. Litwin did compile OTMN’s financial statements for the year ending June 30, 2014.  Mr. Litwin also indicated that he had brought the initial investors and was the driving force behind the private placement.  As such, Mr. Litwin asked that Corey Safran be appointed to the OTMN Board.  This was done in June 2014. 

Rather than assist the Board to raise additional funds, it rapidly became apparent that the purpose of the initial private placement was to gain the favor of the Board and use Mr. Safran’s position to effectively bloc any additional funding.  When the Chair of the Board protested, Mr. Safran coerced the Board into debating the dismissal of Rosemary Christensen as President and Chair of the Board.  Mr. Safran proposed himself as Interim President and Chief Financial Officer.  Without proper authorization by the Board, Corey Safran issued a press release on October 30, 2014, claiming that Rosemary Christensen had been removed from the Board by unanimous consent, even though she owns 25.2% of the common voting shares.  The Board meeting minutes presented by Corey Safran’s lawyer were rejected by the Board on December 9, 2014.  In a compromise reached with shareholders loyal to Rosemary Christensen, the Board appointed Pierre-Yves Le Dilicocq as interim CEO and CFO on November 9, 2014, so the company continue to restructure its finances.  Mr. Safran remained on the Board while Rosemary Christensen remained Board Chair and President, positions which she had occupied since 2009.

Unhappy with the shareholder reaction to the attempted change of management, Michael Litwin and Corey Safran (who was a sitting member of the Board) began a two-pronged campaign to discredit the corporation and the reputations of the officers and directors.  OT Mining is a Montana Corporation with head office in Helena, Montana.  On June 25, 2015, Michael Litwin, Columbia-Buffrey Investment Ltd. and Chodos Investment Ltd. filed a Complaint in the Montana District Court in Montana against OTMN, Rosemary Christensen, Pierre Yves Le Dilicoq and certain of the Board alleging: (1) fraud and fraudulent inducement; (2) negligent misrepresentation; (3) rescission; (4) breach of contract; and (5) breach of fiduciary duty.  At the same time, they made an Application for Appointment of a Receiver and removal of Rosemary Christensen as an officer of OTMN.

The Montana Court originally granted only one of Litwin’s complaints, that the OTMN Board had raised funds to keep the lights on and finance its legal defense against the Litwin group by circumventing the IIP funding agreement.  “On August 30, 2017, the Court entered an order granting Summary Judgment for Plaintiffs (Doc. 193) solely on the count for breach of contract. In doing so, the Court specifically stated that “Litwin offered no evidence of damages … and the question of damages remains for determination by the jury.”  The Court based its decision on its finding that OTMC, without Litwin’s consent, issued 382,125 shares of stock in fiscal year ended June 30, 2016, 425,000 shares in fiscal year ended June 30, 2015, and received a $45,000 investment in August 2016. (p. 15). Plaintiffs failed to provide the Court with any evidence of how those breaches caused any damages.” The Plaintiff’s subsequent motions to bankrupt OTMN and appoint a receiver nominated by Mr. Litwin were rejected FIFTEEN TIMES in the Montana court. 

Ultimately, the Montana court issued a judgment by default because OTMN did not have the time to replace its attorney, Robert Cummins, who had suffered a stroke.  The judgment called for OTMN to repay the investors and cancel their shares. To this day they own the 4,687,500 shares which they purchased at $0.08 cents per share and the share is today trading around $0.09 cents per share.  Those shares carried a restriction on resale as is customary in a private placement.  Litwin and Stephenson knew about the restriction and were obliged to tell the other investors.  Rosemary Christensen has declined to remove the restriction as a consequence of the litigation. 

The Litwin campaign to exhaust the financial and managerial resources of OTMN and its officers was not limited to the courts.  OTMN was not carrying out any promotion, solicitation, fundraising or activities of any kind in Quebec and had no assets or employees in Quebec.  Despite these facts, following a change of reporting regulations in 2012, the Autorité des Marchés Financiers in Quebec (AMF) could attempt to impose public company reporting requirements on foreign issuers.  Because Rosemary Christensen has maintained a personal apartment in downtown Montreal for over forty years, the AMF sent a letter in December 2013 under the new rule 51-105.  In full disclosure, Litwin’s representative, Corey Safran, was made aware of this letter.  Michael Litwin was made aware of the Board’s plan to become fully reporting.  However, Michael Litwin refused to fund any professionals the company had engaged to meet the new restrictive regulations in Canada. 

This inaction on the part of Litwin et al. to finance OTMN’s operations led to the AMF issuing a permanent Cease Trade Order (CTO) in June 2014.  Under Mr. Litwin’s direction, his “Agent in Fact” Cory Safran went to the AMF in August 2014 after the CTO was issued and was successful in slandering the other members of the Board and in particular Rosemary Christensen, even while he was a member. It is the opinion of management that the AMF received Mr. Safran as “Whistle Blower” and granted him protections to which he should not be entitled such as immunity from civil prosecution for damages inflicted on shareholders and officers through his disloyal actions.  Disloyalty to OTMN by a Director is in fact illegal in Quebec.  The revised Civil Code of Quebec (CCQ) contains, ever since it was brought into force in 1994, new legal provisions which explicitly impose a duty of loyalty on various legal actors including directors of a legal person.  In Quebec, Directors are appointed because they can be trusted, and are considered to be under a duty to act in the best interests of the business corporation (art. 322 CCQ).  CCQ specifically requires that Directors of a Business Corporation do not place themselves in a situation of conflict of interest.  A conflict of interest occurred when Cory Safran violated his duty of loyalty to OTMN by prioritizing his personal interests and those of Michael Litwin, a third party, over the Corporation’s.

The testimony of the AMF investigator in the transcripts of the Tribunal des Marchés Financiers (TMF) of October 2018 confirms that Cory submitted egregious misinformation and frivolous claims to the AMF from August 2014 through 2018 - a period of FOUR YEARS.  Mr. Corey Safran tendered his resignation from the Board of Directors on October 17, 2018.  When the case against OTMN, Rosemary Christensen, Pierre Le Dilicocq and the Board was finally heard by the TMF in 2018, the tribunal believed falsely that OTMN had solicited investments from Quebec residents in 2014.  This false claim launched by a Director of OTMN under the Direction of Michael Litwin, the company’s accountant, was and remains totally false.  It has caused enormous damage to the management of OTMN and to the shareholders.

Mr. Litwin has used the default judgments in Montana and his own complaints to the Tribunal des Marchés Financiers to use false pretenses to personally pursue Mr. Le Dilicocq, Rosemary Christensen and the Board recently in Quebec’s Montreal District Court. Mr. Litwin’s misrepresentations to the judge in Montreal were false and made with intent to cause harm without due process and a fair hearing in Montreal.  OTMN never met Andrew Chodos, was unaware of the identity of the owner of Columbia Buffrey Investment Ltd. and did not know who they were. This is all confirmed in Michael Litwin’s sworn testimony and that of his clients before the Quebec Tribunal des Marchés Financiers (TMF) that Michael Litwin personally identified OTMN, analyzed its history, financial statements and reports, put together the private placement and closed the sale of securities to his clients.

Mr. Litwin used a second default judgment by the Montana Supreme Court to convince a Montreal judge to order a seizure before judgment of the personal residences of Mr. Le Dilicocq and Rosemary Christensen even during the COVID-19 crisis.  The only way a judge would have ruled as such would be because Mr. Litwin made more false and libelous claims about OTMN management and labeled management and directors as flight risks and imminent threats to their own personal assets.  The seizure before judgment in Quebec is ill-founded because directors’ personal assets have nothing to do with OTMN which is after all a Montana Corporation, publicly traded in the USA with over 400 shareholders.   Mr. Litwin’s paperwork in Montreal failed to mention that both the lower court verdict and denial of the appeal are DEFAULT JUDGMENTS because OTMN could not appear at the end due to a lack of funding, and therefore a fair trial has not been completed. 

Management and the Board of OTMN have honored their duty and will continue to protect the other OTMN shareholders.  The other Directors named in the courts all live in the United States.  OTMN has decided to take action in the Quebec court later this year beginning with a sweeping counter claim that is being prepared now.  The proceeds of any eventual awards of damages will be remitted to OTMN for the benefit of the shareholders, the majority of whom are loyal.

O.T. Mining Corporation

O.T. Mining is a U.S. junior exploration company whose assets consist of 100% ownership (less a 3% net smelter royalty) of the 9.26 contiguous square miles Ruby Property, the Basin Mill and facility located in Jefferson County, Montana.  The Property is host to precious gold and silver and multiple base metals - copper, lead, zinc, cobalt and molybdenum.

OTC Markets does not accept responsibility for the adequacy or accuracy of this release.

For further information:                                                        

Rosemary Christensen                                                                                                            

President                                                                             

rchristensen@otmining.com