Scully Royalty Challenges MILFAM's Board Nomination Validity Ahead of AGM
Scully Royalty Ltd. provided an update with respect to its annual general meeting scheduled for December 27, 2025, and responds to "material misrepresentations" contained in the dissident proxy circular issued by MILFAM LLC purporting to nominate five individuals to the company's board of directors. The company believes that MILFAM failed to comply with the requirements for director nominations prescribed by the company's Memorandum and Articles of Association, including the required timeline for submission of nominations. As previously announced, MILFAM made application to the Grand Court of the Cayman Islands seeking a declaration that its notice was valid. On December 19, 2025, the Grand Court issued an order declaring that the notice of nomination was validly delivered within the time period set out in, and in compliance with, the requirements as to timing contained in Article 20.2 of the Articles. The company believes the decision is incorrect at law and intends to appeal it to the Cayman Islands Court of Appeal for a hearing to be heard as soon as possible. "Despite our multiple demands, MILFAM continues to keep this material information from shareholders. We question why and ask what else are they and their disclosed and undisclosed joint actors hiding?"
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- Report Release: Scully Royalty Ltd. has published its half-year report detailing the company's performance for the six months ended June 30, 2025, reflecting its commitment to transparency and information disclosure.
- Information Access: The report is available on the company's website and EDGAR platform, facilitating easy access for investors and stakeholders, thereby enhancing communication between the company and its investors.
- Future Outlook: The company welcomes questions from stakeholders, demonstrating a proactive approach to investor engagement aimed at strengthening trust relationships.
- Business Updates: The half-year report includes updates on company operations and future plans, indicating the company's ability to remain agile in a changing market environment.

- Report Release: Scully Royalty Ltd. has published its half-year report for the six months ended June 30, 2025, providing updates on the company's business to enhance stakeholder understanding of operations.
- Financial Transparency: The report includes unaudited financial statements and management's discussion and analysis, encouraging stakeholders to read the entire document for deeper insights, thereby improving communication between the company and investors.
- Communication Channels: The company has provided a North American toll-free line and email contact for stakeholders to inquire about the report's content, reflecting its commitment to transparency and open communication.
- Future Outlook: Through this report, Scully Royalty Ltd. aims to establish closer ties with stakeholders to better discuss future operations and strategic plans.
- Successful Board Election: At the Annual General Meeting on December 27, 2025, MILFAM LLC successfully elected nominees Jerrod Freund, Mark Holliday, Alan Howe, Nimesh Patel, and Skyler Wichers, each receiving majority votes from over 20% of shareholders, marking a significant governance shift for the company.
- Governance Transformation: With the company's nominees failing to secure majority votes, MILFAM's elected directors will replace the existing board members, driving the company towards enhanced operational and capital efficiency, aimed at better representing the interests of all shareholders.
- Meeting Process Challenge: Despite the company's attempt to postpone the meeting, MILFAM proceeded as scheduled and successfully conducted the vote, demonstrating its firm stance on corporate governance and commitment to shareholder rights.
- Future Development Direction: The newly elected board members will implement a transition plan focused on improving operational efficiency and capital allocation to address future market challenges and achieve sustainable growth.
- Successful Board Election: At the Annual General Meeting on December 27, 2025, MILFAM LLC successfully elected five nominees—Jerrod Freund, Mark Holliday, Alan Howe, Nimesh Patel, and Skyler Wichers—who each received over 50% of the votes, reflecting strong shareholder confidence in the new leadership.
- Corporate Governance Transformation: The failure of the Company's nominees to secure majority votes and their subsequent non-re-election signifies a major shift in corporate governance, which is expected to enhance operational and capital efficiency within the Company.
- Shareholder Representation Focus: The newly elected directors will prioritize fair representation of all shareholders' interests, indicating a future commitment to amplifying shareholder voices and potentially increasing trust and engagement among investors.
- Transition Plan Implementation: The new board is pursuing a transition plan aimed at improving overall operational efficiency and capital allocation through effective management and strategic adjustments, thereby positioning the Company for new growth opportunities.
- Shareholder Meeting Postponed: Scully Royalty Ltd. has postponed its annual shareholder meeting to allow for a hearing in the Cayman Islands Court of Appeal regarding the validity of MILFAM LLC's nominations, indicating uncertainty in the company's governance structure that may affect shareholder confidence.
- Legal Dispute Escalation: The company has informed MILFAM of the invalidity of its unilateral actions and reserves all rights against its nominees and joint actors, demonstrating a firm stance in the face of external challenges aimed at preserving the integrity of the board.
- Board Stability: Despite the postponement, the current board of directors remains in place, which may help maintain operational continuity in the short term and reduce market volatility stemming from governance issues.
- Importance of Shareholder Communication: The company urges all shareholders to rely on official communications, emphasizing the importance of transparency and accuracy of information to prevent misunderstandings caused by misinformation, thereby enhancing shareholder trust in the company.
- AGM Postponement: Scully Royalty Ltd. has postponed its annual general meeting to facilitate a hearing before the Cayman Islands Court of Appeal regarding the validity of MILFAM LLC's nominations, reflecting the company's commitment to shareholder governance.
- MILFAM's Invalid Actions: The company has informed MILFAM of the invalidity of its unilateral actions and reserves all rights against MILFAM and its proposed nominees, indicating a firm stance on governance structure integrity.
- Board Stability: The postponed AGM has not yet occurred, and the current board remains in place, ensuring stable leadership amidst uncertainty and preventing potential management chaos.
- Importance of Shareholder Communication: The company urges all shareholders to rely solely on official communications for updates regarding the postponement and rescheduling of the meeting, emphasizing the significance of transparency and consistency in corporate governance.







