Scully Royalty Ltd. Responds to MILFAM's Board Nomination Controversy
Written by Emily J. Thompson, Senior Investment Analyst
Updated: Dec 22 2025
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Source: Newsfilter
- Board Nomination Controversy: Scully Royalty opposes MILFAM's nomination of five directors, asserting that they failed to comply with the nomination timeline set forth in the company's Articles, potentially compromising the fairness of shareholder voting.
- Legal Challenge: Despite the Grand Court of the Cayman Islands ruling that MILFAM's notice was valid, the company intends to appeal to a higher court to uphold the integrity of its governance practices.
- Disclosure Omissions: The MILFAM circular fails to disclose critical relationships between nominee Alan Howe and MILFAM, which may mislead shareholders regarding the nominees' independence and affect their voting decisions.
- Shareholder Caution: The company urges shareholders to carefully review MILFAM's proxy materials, emphasizing that their actions could negatively impact the company's operations, including its regulated banking activities, and calls for support of management's nominees.
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About SRL
Scully Royalty Ltd is a company principally generates revenue from its royalty interest in iron ore mine. The Company operates its business through three segments. The Royalty segment holds a net revenues royalty interest in iron ore shipped from the mine. The Merchant Banking segment provides specialty banking services, focused on merchant banking, to our customers, suppliers and group members. All Other segment includes other assets unrelated to its primary segments and otherwise not individually material.
About the author

Emily J. Thompson
Emily J. Thompson, a Chartered Financial Analyst (CFA) with 12 years in investment research, graduated with honors from the Wharton School. Specializing in industrial and technology stocks, she provides in-depth analysis for Intellectia’s earnings and market brief reports.
- Court Ruling Impact: The Grand Court of the Cayman Islands ruled that the MILFAM Group and its nominated directors lacked authority to act on behalf of Scully Royalty, ensuring that the company's Board and management remain unchanged, thus averting potential management chaos and a crisis of shareholder trust.
- Invalid Resolutions Consequences: The court's decision invalidated the shareholders' meeting and resolutions purportedly adopted by the MILFAM Group, resulting in the company's failure to file its Form 20-F for the fiscal year 2025 on time, which poses compliance issues with the NYSE and could affect future financing capabilities.
- Auditor Resignation Impact: The actions of the MILFAM Group led to the resignation of the company's independent registered public accounting firm, AOGB CPA Limited, in March 2026, increasing the urgency for the company to find a new auditor and restore compliance, potentially impacting investor confidence.
- Trading Resumption Plans: The company intends to complete and file the Form 20-F as soon as possible to address the trading suspension and restore its NYSE listing status, with the Board also planning to reassess the dividend policy for 2026 to stabilize shareholder interests.
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- Court Ruling Impact: The Grand Court of the Cayman Islands ruled that the MILFAM Group and its nominated directors lacked authority to act on behalf of Scully Royalty, confirming that the company's Board and management remain unchanged, thereby eliminating potential management chaos and restoring shareholder confidence.
- Invalid Resolutions Consequences: The court's decision invalidated the shareholder meeting and resolutions purportedly adopted by the MILFAM Group, resulting in the company's failure to timely file its Form 20-F for the fiscal year 2025, which triggered compliance issues with the NYSE and affected stock trading.
- Auditor Resignation Effects: The actions of the MILFAM Group led to the resignation of the company's independent registered public accounting firm, AOGB CPA Limited, in March 2026, increasing the urgency for the company to find a new auditor and potentially impacting the transparency of future financial reporting.
- Trading Resumption Plans: The company intends to complete and file the Form 20-F as soon as practicable and is committed to addressing the trading suspension issue to resume stock trading and maintain its NYSE listing, demonstrating a strong focus on shareholder interests.
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- Copper Supply Deficit: A projected 600,000-tonne refined copper deficit for 2026 is driven by persistent mine disruptions and a supply chain that cannot keep pace, with prices expected to reach $12,000 per tonne by mid-2026 due to strong demand.
- Monja Project Advancements: Salazar Resources has identified a high-priority copper-gold porphyry target at its Monja Project in Ecuador, with rock sampling showing a best result of 4.77% copper and 1.12 g/t gold, indicating strong exploration potential that could become a cornerstone of the company's growth strategy.
- Acquisition of New Assets: The recent acquisition of four copper-gold exploration properties enhances Salazar's market position in Ecuador while retaining a 25% interest in the El Domo copper-gold mine, which is expected to commence production in July 2027, further solidifying the company's production capabilities.
- Construction Progress: Foran Mining's McIlvenna Bay project has reached approximately 91% completion and is on track for mid-2026 commercial production, indicating the company's critical role in supporting global energy transition and renewable energy development.
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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.
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- 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.
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- 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.
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