TSX-V Trade Symbol: WEL
WINNIPEG, March 29 /CNW/ - Wildcat Exploration Ltd. announced today that its Board, excepting Shlomo (Sol) Prizant, has mailed a letter to all shareholders providing additional information for shareholders to consider prior to submitting their proxies for the Company's Special Meeting to be held on April 12, 2007.
Excerpts from the letter to Wildcat shareholders are below. The full text has been filed with regulators and is available at www.sedar.com.
March 28, 2007
TRUST THE FACTS
To Our Fellow Wildcat Shareholders:
By now you may have received proxy materials from a small group of
dissident shareholders who are seeking to replace your Board of Directors
and take control of Wildcat Exploration Ltd. The dissidents are led by
Shlomo (Sol) Prizant, the former President and CEO of Wildcat who was
terminated for cause in January 2007, and Yes Forex Limited represented
by David Danziger, who is a principal of the accounting firm Prizant
purported to install as the Company's auditors.
While the dissident circular makes a number of claims, they are not
supported by the facts:
FACT: The decline in Wildcat's share price highlighted by the dissidents
coincides with the sale of about 362,000 shares by Yes Forex in the past
six months, including 135,000 shares since February 21, 2007. These sales
clearly put downward pressure on Wildcat's share price and are not
consistent with the dissidents' claim to be interested in "maximizing
shareholder value" - at least not for shareholders other than themselves.
FACT: Prizant did not receive Board or Audit Committee approval before
purporting to replace the Company's auditors with the firm headed by his
associate Danziger.
FACT: Prizant and Danziger discussed their intention to replace the Board
by launching a proxy contest while Prizant was CEO and Danziger's firm
was purportedly the Company's auditors - long before Prizant was
terminated and before he sued the Company.
FACT: More than a week before the publication of the dissidents'
circular, Prizant's lawyers were contacted by PricewaterhouseCoopers LLP
as they continued their investigation of his activities while CEO. To
date, Prizant has not responded to requests for an explanation of his
questionable activities.
FACT: The investigation has found numerous double payments for expenses
claimed by Prizant and a number of related party transactions which were
not disclosed to the Board or approved by it.
FACT: Without Board approval, Prizant loaned Wildcat $250,000 -
significantly less than the amount he claims - at a time when the Company
was well financed and did not need a loan. He then arranged for repayment
of a portion of the loan by way of Wildcat shares, further diluting the
interests of other shareholders. He negotiated this transaction with
himself and without Board approval.
FACT: Former President and Chief Operating Officer Ed Sawitzky supports
the dissidents and opposes the maintenance of your current Board since
they did not agree to appoint Sawitzky as CEO in 2006.... Subsequently,
Sawitzky sued Wildcat and, after negotiations with Prizant in November
2006, Sawitzky received a significant cash settlement, as well as the
accelerated issuance of Wildcat shares, authorized by Prizant. The
dissidents have offered Sawitzky an executive position with Wildcat
should they be successful in taking control of the Board and your
company.
FACT: David Berman, Wildcat's Chief Financial Officer while Prizant was
CEO, is also a business associate of David Danziger, who is the "control
person" of Yes Forex according to filings with the Toronto Stock
Exchange.
FACT: The dissidents' attack on the Company's directors is misguided and
unfounded. All share transactions by the Company's nominees to the Board
have been properly conducted and reported to the appropriate regulatory
authorities. The dissidents' statements regarding the involvement and
attendance record of directors are simply wrong: all directors attended
every meeting, during Prizant's tenure as CEO, with the exception of one
director at one meeting. Most importantly, the Board had, and continues
to have, a corporate strategic plan. Neither Prizant as CEO nor Sawitzky
as COO provided the Board with a comprehensive business plan.
FACT: Wildcat's nominees to the Board and its Executive Committee of
independent Directors are committed to acting in your best interests and
believe that Prizant's hand-picked nominees are not appropriate directors
for the Company: Prizant and his associates have acted - and will
continue to act - for their own benefit, not yours.
We ask you to carefully review all the supporting materials previously
sent to you by the Company and to register your vote by signing, dating
and returning the enclosed BLUE form of proxy TODAY whether or not you
are able to join us at the Meeting on April 12. Do not sign or return any
forms of proxy that may have been sent to you by the Dissidents.
We ask you to cast your vote for Wildcat's Director nominees for the
reasons set out in detail on pages 1 to 10 of the Management Proxy
Circular dated March 12, 2007.
YOUR VOTE IS IMPORTANT. PROTECT THE VALUE OF YOUR INVESTMENT AND THE
FUTURE OF YOUR COMPANY. VOTE YOUR BLUE PROXY TODAY.
On behalf of your Wildcat Management Team, thank you for your continued
support.
Sincerely,
(signed) (signed)
Jerrold Siemens Rob Dzisiak
Chairman of the Board Chairman of the Executive Committee
Interim President and Chief
Executive Officer
You can determine the future of our company on April 12, 2007 at a
Special Meeting of shareholders of Wildcat Exploration Ltd. to be held at
10:00 a.m. (Central time) at the Victoria Inn, 1808 Wellington Avenue,
Winnipeg, Manitoba. Whether or not you plan to attend the Meeting, we ask
that you complete, date, sign and return the enclosed BLUE Proxy promptly
and discard any materials that you may receive from the Dissidents.
If you have any questions or require assistance in voting your BLUE form
of proxy, please call Kingsdale Shareholder Services Inc., the firm
assisting Wildcat in the solicitation of proxies.
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.