Dissidents successful in Diamond Fields proxy fight

Client

MIL (Investments) SARL and other Diamond Fields shareholders

Date

November 2002
MIL (Investments) SARL ("MIL"), a company wholly owned by Jean-Raymond Boulle, together with other dissidents, was successful in a highly contested proxy battle for control of the board of directors of Diamond Fields International Ltd. ("DFI"), a Vancouver based mining company listed on the TSX. The proxy battle began when MIL filed a dissident proxy circular and form of proxy rejecting management's proposed re-election of the incumbent directors and nominating Mr. Boulle and four other dissidents for election to the board of directors of DFI at the annual general meeting of shareholders which was scheduled to take place on November 21, 2002.

Management of DFI responded to MIL's proposal by filing a petition with the Supreme Court of the Yukon Territory seeking a declaration by the Court that the solicitation of proxies by the dissidents was invalid on the basis that the dissident proxy circular omitted certain material information. The Court dismissed the petition and ordered that Mitchell H. Gropper, Q.C. be appointed to act as independent chair of the meeting. At the meeting of shareholders, more than 66 per cent of the ballots cast were in support of the dissident nominees who were all elected to the board of directors of DFI. Subsequent to the meeting, Mr. Boulle was elected as chairman and chief executive officer of DFI.

The dissident group was represented with respect to corporate matters by Doug Scott, Joel Binder and Kevin Clinton (corporate) of Fasken Martineau DuMoulin LLP in Toronto.