Published on October 31, 2006
Exhibit
17.4
STATEMENT
OF THE BOARD OF DIRECTORS
OF
THORIUM POWER, LTD. IN RESPONSE TO
STATEMENT
FROM CORNELIUS J. MILMOE
DATED
OCTOBER 27, 2006.
The
board
of directors of Thorium Power, Ltd. (the “Company”) is providing this statement
in connection with the recent resignation of Cornelius J. Milmoe from the
board
of directors of the Company and the board’s removal of Mr. Milmoe from the
office of Chief Operating Officer of the Company. On October 23, 2006, the
Company filed with the Securities and Exchange Commission an 8-K reporting,
among other items, that Mr. Milmoe had resigned from the Board of Directors
of
the Company and had been removed from the office of Chief Operating Officer.
On
October 27, 2006, in connection with his resignation from the board of directors
of the Company, Mr. Milmoe delivered to the Company a letter outlining certain
disagreements that Mr. Milmoe had with the Company’s characterization of events
surrounding his resignation from the Board of Directors and his removal as
Chief
Operating Officer. This statement responds, point-by-point, to Mr. Milmoe’s
October 27, 2006 letter.
| 1. |
We
previously edgarized and filed with the SEC the faxed copy of Mr.
Milmoe’s
original statement that we received from Mr. Milmoe. We have since
requested and been provided Word versions of Mr. Milmoe’s original
statement, as well as his supplemental statement provided to the
Company
on October 27, 2006. Those Word versions have been edgarized and
filed
with the SEC.
|
| 2. |
October
9, 2006 was the first time that Mr. Milmoe was told he would be terminated
by the company. Prior to that date, Mr. Milmoe had been requested
by the
company’s CEO to give up the position of COO and leave the Board of
Directors and continue as a consultant or employee, and Mr. Milmoe
refused. The company had not decided at earlier times to terminate
Mr.
Milmoe.
|
| 3. |
Mr.
Milmoe had informed the company that he was willing to serve as a
director
on earlier dates, and only subsequently, did he notify the company
that it
was conditioned on D&O liability insurance being in
place.
|
| 4. |
There
never was a bonus to Mr. Grae or any current officer or director
of the
company, in cash or in equity, except for the initial equity included
in
their employment agreements, including Mr. Milmoe’s employment agreement.
The Company redeemed a portion of Mr. Grae’s stock in order to pay all
applicable payroll taxes relating to the receipt of stock pursuant
to the
terms of his employment agreement. Mr. Grae did not receive any
of the
cash proceeds as a result of the stock redemption transaction.
The Company
remitted the proceeds directly to the relevant federal and state
tax
authorities as part of its payroll tax withholding obligation.
Mr. Milmoe
approved this transaction as a member of the Company’s board of
directors.
|