To: russwinter who wrote (1077 ) 1/7/2002 1:30:40 PM From: russet Read Replies (1) | Respond to of 39344 The barbarians are at the gates of the Lang empire (ggggggg) The barbarians are pretty seasoned. Valerie Gold's dissident shareholders propose new board Valerie Gold Resources Ltd VLG Shares issued 12,340,607 Jan 4 close $0.28 Mon 7 Jan 2002 News Release Mr. Gaylord Virden reports DISSIDENT SHAREHOLDERS PROPOSE ALTERNATE SLATE OF DIRECTORS F ... Valerie Good Corporate Governance LP, a partnership formed to restore good corporate governance and promote solid value for shareholders of Valerie Gold Resources has released a dissident proxy circular which proposes an alternate slate of directors to stand for nomination as Valerie's board of directors. These nominees are proposed for election at the company's annual general meeting to be held on Jan. 30, 2002, in a bid to remove the existing board and comes after the value of Valerie's shares has declined over 99 per cent in five years. Valerie Good Corporate Governance strongly believes that Valerie's current board is not conducting the company's business in the best interests of shareholders. Valerie Good Corporate Governance is deeply concerned about a number of matters including: the loss of $300-million in market value over the last five financial years and the continuing precipitous erosion of the value of Valerie's shares under the direction of the current board; losses of $22-million during the same period with not one economic ore resource to show for it; despite many attempts, the company has not realized a profit on any property or investment, only losses; property write-offs in Mexico, British Columbia, Northwest Territories, Ecuador, and Alaska and substantial write-downs on investments in other mining companies; conflicts of interest related to Frank Lang, chairman of Valerie's board and president of the company; and excessive administration and management costs for a junior mining company the size of Valerie. Valerie Good Corporate Governance was formed to propose the election of a board of responsible and experienced directors who want the company to invest its resources wisely, to make money, not lose it. Valerie Good Corporate Governance GP Ltd. holds 750,000 common shares or approximately 6 per cent of the outstanding common shares in the company. The alternate slate of directors proposed as nominees has extensive experience in the mining industry in North America and with corporate governance of publicly listed companies. Among the nominees are: Mario Caron, whose recent experience includes being vice-president operations, Geomaque Explorations Ltd. (GEO-TSE), formerly vice-president PricewaterhouseCoopers Securities Inc. and president and chief executive officer of Eden Roc Minerals (EDN-TSE); David H. Watkins, president and CEO of ATNA Resources Ltd. (ATN-TSE), formerly president of Cyprus Exploration and Development Corp.; and Frank D. Wheatley, general counsel for Gabriel Resources Ltd. (GBU-TSE), formerly president and chief operating officer of Gabriel. The spokesperson, and also a nominee is Gaylord A. Virden, a lawyer in private practice and with substantial global business experience in the resource industry, who said, "As is detailed in the proxy material which we have sent to shareholders, the track record of Valerie's board over the last five years has been one of consistently destroying shareholder value through poor management judgment and dubious corporate governance practices." He added: "The slate of directors we are proposing offers responsible corporate governance and intends to invest Valerie's resources wisely, with a new management team. Given the recent history of Valerie, we believe shareholders need and will welcome these changes. We have already received support from among them for our proposals which includes opposing the existing board's intent to change the share option plan, again!" The Proxy material mailed to shareholders today by Valerie Good Corporate Governance includes a yellow proxy form which shareholders are encouraged to carefully complete, date, sign and return. Shareholders are asked to call 1-800-890-1037 (Georgeson Shareholder) if they have any questions, or require any assistance in voting their shares.