To: Neal davidson who wrote (19470 ) 7/14/1999 10:32:00 PM From: Kim W. Brasington Read Replies (6) | Respond to of 20681
FOR: NAXOS RESOURCES LTD. FOR FURTHER INFORMATION CONTACT INVESTOR RELATIONS: Jeff Sharp (913) 894 - 8509 FOR IMMEDIATE RELEASE #99-12 Vancouver, British Columbia – July 14, 1999 - Naxos Resources Ltd (O.T.C. Bulletin Board: NAXOF) On Sunday, July 11, 1999, the Directors of Naxos Resources Ltd. received a Notice of Meeting setting a Directors' Meeting for July 13, 1999. The Notice of Meeting was signed by two of Father Gregory Ofiesh's nominees to the Board of Directors, Lloyd Brewer and Lawrence Brierley. The Notice of Meeting stated that the meeting would be held at the residence of Dr. Brierley in Victoria, B.C. and that Directors may "participate via teleconference", a procedure that has been consistently followed at Naxos' Board of Directors Meetings in the past. At 6:45 p.m., Mr. Brewer informed the meeting that he would be the Chairperson and, in that capacity, called the meeting to order and proceeded to take a roll call, identifying that four members were present in person in Victoria (Brewer, Brierley, Gerard Gallissant and Jim Sahlin) and that the remaining three members of the Board were present via teleconference (Daphne Elworthy, Stan Combs and Bruce Downing). As declared by Mr. Brewer, also present in Victoria were Mr. Brewer's wife and his lawyer. Mr. Brewer immediately asked if any members of the Board objected to the participation in the meeting by teleconference. As there was no response, Mr. Brewer repeated this question and Mr. Gallissant responded that he did have a concern. Mr. Sahlin asked what he meant by that comment, at which point, Mr. Brewer interrupted, informing the meeting that if there was an objection, Directors attending by teleconference would not have a right to participate. Mr. Brewer, as Chair, then stated that since there was a quorum present at Dr. Brierley's home in Victoria, the meeting would go ahead without permitting participation by the Directors present by teleconference. Mr. Sahlin expressed his strong disapproval of this tactic, effectively stating that he would not participate in a meeting that was deliberately designed to exclude certain Directors from participating in the meeting. Mr. Sahlin then promptly left the meeting. As a result of the Chairman's determination that the Directors participating by teleconference did not form part of the meeting and as a result of Mr. Sahlin's departure from the meeting, there was no quorum and the meeting was thus effectively adjourned. Following the adjournment of the meeting, the Directors of the company continued informal discussion with the end result that Messrs. Gallissant, Brewer and Brierley immediately tendered their verbal resignations and disconnected the conference call. The company has now received the written resignations of Messrs. Gallissant, Brewer and Brierley, effective immediately. ON BEHALF OF THE COMPANY NAXOS RESOURCES LTD “Signed” Robert S. Gardner President All forward-looking statements made by Naxos involve material risks and uncertainties and are subject to change based on factors beyond Naxos' control. Accordingly, Naxos' future performance and financial results may differ materially from those expressed or implied in any such forward-looking statements. Such factors include, without limitation, those described in Naxos' filings with the United States Securities and Exchange Commission. Naxos does not undertake to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.