June 27, 2011
Copper King Mining Corporation
1208 South 200 West
Milford, Utah 84751
Re: Change in Board of Directors of Copper King Mining Corporation - CPRKQ
To Whom It May Concern:
This letter informs Copper King Mining Corporation (the "Company") and its shareholders that,pursuant to Nevada Revised Statutes Section 78.320 and Article II, Section 11 of the Company's By-Laws, the holders of a majority of the issued and outstanding shares of the Company's common stock have taken the following actions pursuant to an action by written consent:
(1) electing each of Lee Abbott, Cherie Tilley, Gary Gough, and Scott Harmer as the new Board of Directors for the Company (the"New Board"); and
(2) fixing the number of Company directors at four.
The actions taken by the Company's shareholders became effective as of June 27, 2011 (the "Effective Date").
The record date for the shareholder action by written consent was May 16, 2011, and at that time there were 5,339,173,422 shares of the Company's common stock issued and outstanding. (1)
As of the Effective Date, there were at least 2,933,124,274 votes received from the Company's shareholders of record consenting to the election of the New Board, of which 1,507,948,529 votes were received from shareholders holding Company shares in their own name, and at least 1,425,175,7452 (2) votes were received from Broadridge Financial Solutions, Inc. ("Broadridge") pursuant to a client proxy vote in which the beneficial owners of shares held in name by Broadridge's clients instructed how their shares should be voted.
Additionally, as of the Effective Date, there were at least 2,933,124,274 votes received from the Company's shareholders of record consenting to fix the number of Company directors at four, of which 1,507,948,529 votes were received from shareholders holding Company shares in their own name, and at least 1,425,175,7453 (3) votes were received from Broadridge pursuant to a client proxy vote in which the beneficial owners of shares held in name by Broadridge's clients instructed how their shares should be voted.
Copies of all written consents to the two actions, as well as a related report from Broadridge, will be provided shortly to the Company for its books and records.
1 This number constitutes 5,839,173,422 issued and outstanding shares listed by the Company's transfer agent, less 500,000,000 shares that the transfer agent records as being issued to the Company and its wholly-owned subsidiary, Western Utah Copper Company, which shares, under Nevada law, may not be counted as issued and outstanding shares.
2 Because there were four individuals elected to the New Board, each director received a different amount of shareholder votes. This number represents the number of votes consenting to the election of the director who received the least amount of votes.
3 As stated above, this number represents the number of votes consenting to the election of the director who received the least amount of votes. Every vote for the election of a member of the New Board also contained a vote fixing the number of directors at four.
We, the Official Committee of Equity Security Holders (the "Equity Committee"), anticipate that the New Board will be in contact with current Company management regarding Company operations and activities, and we respectfully request that the former Company directors leave with the Company or, if necessary, return to the Company, all papers, lists, documents, information, assets, and other propertybelonging to the Company, confidential or otherwise, that may be in their possession or under their control.
The Equity Committee supports the actions taken by the Company's shareholders, and we look forward to working with the New Board for the benefit of the Company and its shareholders. If you have any questions regarding the above actions, please contact Chuck Dawson, Chairman of the Equity Committee, at (770) 899-3468.
The Official Committee of Equity Security Holders
Chuck Dawson, Chairman
VISIT CPRKQ'S RESTRUCTURING WEBSITE FOR INFORMATION
UNOFFICIAL SITE FOLLOWING CPRKQ's RESTRUCTURING http://cprkbk.com/
CPRKQ SHARE INFO as of 5/14/2010
Authorized Shares: 5,950,000,000
Outstanding Shares: 5,839,173,422