SCULLY ROYALTY BOARD OF DIRECTORS AND MANAGEMENT REMAIN UNCHANGED
Cayman Islands Court Rules Against MILFAM Group
MILFAM Group and their Purported Directors Never Held Authority to Act on Behalf of Scully Royalty
In the Judgement, the Grand Court rejected efforts by the Milfam Group to unilaterally chair and complete a purported shareholders' meeting and ruled that the resolutions purportedly adopted by the Milfam Group are invalid and legally ineffective. As a result, the constitution of the Company's Board and management has not changed.
The Grand Court also held that Milfam Group's "nomination notice and proxy statement failed to disclose relevant and material" matters concerning its relationship with, and the positions held by, certain of its Board nominees. Among other things, the Grand Court noted that the Milfam Group failed to disclose to investors that certain of its Board nominees had long-standing business and financial relationships with the Milfam Group.
The Grand Court's decision is expected to be available shortly at https://judicial.ky/judgments/unreported-judgments-advanced-search.
Any shareholder, customer, supplier or other party who was contacted by or on behalf of any member of the Milfam Group and purporting to act on behalf of the Company is immediately requested to contact the Company at [email protected].
The Board and management team remain focused on acting in the best interests of the Company and all of its shareholders. The Company is considering its options and may seek recovery against the Milfam Group in connection with the significant disruption and damage caused to the Company and its shareholders by their actions.
Update on Company Disclosures
News releases issued by the Milfam Group purportedly on behalf of the Board of Directors of the Company dated
In addition, the Section 16 reports on Form 3 filed with the SEC by or on behalf of
In part, as a result of the Milfam Group's actions, including their misleading disclosures regarding control of the Board, the Company was unable to finalize and file its Annual Report on Form 20-F for the fiscal year ended
About Scully Royalty Ltd.
Scully Royalty Ltd. (NYSE: SRL) holds a net revenues royalty interest on the Scully Iron Ore Mine located in Newfoundland and Labrador, Canada. It also holds various merchant banking and industrial interests globally. For more information, visit www.scullyroyalty.com.
Forward-Looking Statements
This news release contains "forward-looking statements" within the meaning of applicable securities laws, including statements regarding the Company's intention to complete and file its Form 20-F, its efforts to cure the Filing Delinquency, seeking the resumption of trading in its common shares and its potential options to recover against the Milfam Group. Forward-looking statements are based on the Company's current expectations and assumptions and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied, including, among others, the timing and outcome of the Company's regulatory filings and any NYSE listing review, the possibility of appeal or further proceedings in respect of the Grand Court's judgment, and the outcome of any other related litigation, and other important factors set forth in the "Risk Factors" section of the Company's Annual Report on Form 20-F for the year ended December 31, 2024 filed with the SEC on April 30, 2025 and the Company's other reports filed with the SEC. These forward-looking statements reflect the Company's current views and are based on certain assumptions and speak only as of the date hereof. The Company undertakes no obligation to update any forward-looking statement except as required by law.
View original content:https://www.prnewswire.com/news-releases/scully-royalty-board-of-directors-and-management-remain-unchanged-302820378.html
SOURCE Scully Royalty Ltd.
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