Genesis Updates Statement Regarding Unauthorized Director Actions

TSX Stock Symbol: GDC

CALGARY, May 24 /CNW/ - Genesis Land Development Corp. ("Genesis" or the "Corporation") (TSX:GDC) advises that, over this past weekend, two directors of the Corporation, Kevin Reed and Keith Ferrel have taken further unauthorized and invalid actions. Of greatest concern is that they purport to have appointed Wesley J. Hall, the CEO of Kingsdale Shareholder Services, to the board at a meeting held on Saturday evening and to have taken certain other undisclosed steps on behalf of the board. These actions are unauthorized and invalid and have no legal effect. The Corporation not only does not recognize the validity of this purported board appointment, but continues to disavow any responsibility for the actions of Messrs Reed and Ferrel.

The other two directors on the Genesis board, Gobi Singh and Akhil Manro, late last week and over this past weekend proposed directly and through counsel that the board should meet this week to work through any issues relating to the constitution of the slate for the upcoming shareholder meeting. Messrs Reed and Ferrel have instead chosen to continue their unilateral process, without providing any justification for their departure from the principles of good governance, acceptable business practice and common sense. Their actions appear to be a misguided attempt to hi-jack the Corporation and to install a board of directors that is amenable to their agenda, which the rest of the board and management fear is being driven by a select group of minority shareholders. This concern is somewhat borne out by the purported appointment of Mr. Hall to the current board. Mr. Hall is CEO of Kingsdale Shareholder Services, which appears to have been retained by the self-styled "Genesis Concerned Shareholders" group, who last Tuesday issued a news release congratulating Messrs Reed and Ferrel on their actions last week and threatening to conduct a dissident proxy process in respect of the upcoming annual shareholder meeting. Given the statements Messrs Reed and Ferrel have made about the importance of independence, it is troubling to see them aligning themselves with a person who is retained by this minority shareholder group.

Messrs Singh and Mr. Manro have advised the other two directors that they will not be intimidated and will take the steps necessary to protect the interests of the Corporation and its shareholders at large, including if necessary seeking the intervention of the Court, to provide advice and directions and to impose whatever restraining orders the Court deems appropriate to address the activities of these directors.

"We are really scratching our heads on this one, and disappointed that these issues aren't being dealt with in the boardroom, where they belong," said Mr. Singh. "There was a strong consensus on our board as recently as two weeks ago that a strong, independent slate should be recruited for the upcoming annual meeting and very constructive steps had been taken in that regard. I remain hopeful that we can get back down to business with Kevin and Keith and resolve this in a business-like fashion. It is particularly galling to have to deal with this at a time when the financial performance of the Corporation is on a positive trend and overall business is better than it has been for years."

The Corporation repeats its notice issued last Friday that, until further notice, the public and other parties dealing with the Corporation should not recognize Messrs Reed and Ferrel as being authorized to speak for the Corporation.

For further information: Gobi Singh, C.E.O., Genesis Land Development Corp., Tel: [phone], Toll Free: 1-800-341-7211, Fax: [phone], E-Mail: [email protected], Internet: www.genesisland.com