SCULLY ROYALTY BOARD OF DIRECTORS AND MANAGEMENT REMAIN UNCHANGED

Rhea-AI Summary

News Market Reaction – SRL

-14.29% 3.2x vol

5 alerts

-14.29% Session close to close

+21.9% Peak in 24 hr 32 min

$93.26M Market Cap

3.2x Rel. Volume

In the Jul 8 session, SRL declined 14.29%, reflecting a significant negative market reaction. Argus tracked a peak move of +21.9% during that session. Our momentum scanner triggered 5 alerts that day, indicating moderate trading interest and price volatility. Trading volume was very high at 3.2x the daily average, suggesting heavy selling pressure.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock dropped -14.3% in the session following this news. A steep downside move would be consiste...

Analysis

The stock dropped -14.3% in the session following this news. A steep downside move would be consistent with concerns over the NYSE trading suspension on May 12, 2026, the delayed 2025 Form 20-F, and the auditor’s resignation, even as the court ruling clarified that MILFAM’s attempted board changes were invalid.

Key Figures

Fiscal year: 2025 Trading suspension date: May 12, 2026 Auditor resignation date: March 11, 2026 +2 more

5 metrics

Fiscal year 2025 Form 20-F for year ended December 31, 2025 delayed

Trading suspension date May 12, 2026 NYSE suspended trading in common shares over filing delinquency

Auditor resignation date March 11, 2026 AOGB CPA Limited resigned as independent registered public accounting firm

Unauthorized news dates January 12 and February 12, 2026 Milfam Group news releases deemed unauthorized, misleading and inaccurate

Improper Form 3 dates March 18 and March 26, 2026 Form 3 filings for Howe and Freund identified as improperly filed

Key Terms

proxy statement, section 16, form 3, form 20-f, +2 more

6 terms

proxy statement regulatory

"Milfam Group's "nomination notice and proxy statement failed to disclose relevant"

A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.

View in glossary

section 16 regulatory

"In addition, the Section 16 reports on Form 3 filed with the SEC"

Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.

form 3 regulatory

"Section 16 reports on Form 3 filed with the SEC by or on behalf of Alan B. Howe"

Form 3 is the initial public filing that officers, directors and large shareholders must submit to report their ownership of a company’s securities when they become insiders. It acts like an opening inventory sheet that gives investors a starting point to see who holds significant stakes and to spot later trades or potential conflicts of interest, helping assess insider confidence and transparency.

form 20-f regulatory

"file its Annual Report on Form 20-F for the fiscal year ended December 31, 2025"

Form 20-F is the standardized annual disclosure that non-U.S. companies must file with the U.S. securities regulator when their shares are traded in the U.S.; it contains audited financial statements, a plain-language description of the business, management discussion, governance details and key risk factors. It matters to investors because it provides a consistent, comparable company “report card” and rulebook, helping buyers assess financial health, governance and risks before investing.

continued listing requirements regulatory

"non-compliance with the NYSE's continued listing requirements relating to late filing delinquencies"

Rules a stock exchange sets that a publicly traded company must keep meeting to stay listed and tradable on that exchange, such as minimum share price, market value, timely financial reports, and basic governance practices. Like a club’s membership rules, they matter because falling short can lead to warnings, penalties or removal from the exchange, which can cut liquidity, hurt share value and increase the risk for investors.

filing delinquency regulatory

"relating to late filing delinquencies (the "Filing Delinquency"), and on May 12, 2026"

Filing delinquency is when a publicly traded company misses a deadline to submit required reports or disclosures to regulators. Like missing a tax deadline, it signals possible management, accounting, or operational problems and can trigger fines, trading limits, or loss of investor confidence, making the stock riskier or less liquid for shareholders.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Cayman Islands Court Rules Against MILFAM Group

MILFAM Group and their Purported Directors Never Held Authority to Act on Behalf of Scully Royalty

NEW YORK, July 8, 2026 /PRNewswire/ -- Scully Royalty Ltd. (the "Company") (NYSE: SRL) today announced that following a judgement by the Grand Court of the Cayman Islands (the "Grand Court") (the "Judgment"), the Company's Board of Directors (the "Board") and management remain unchanged and that MILFAM LLC, its principals and its director nominees (the "Milfam Group") never had authority to act on behalf of the Company.

In the Judgement, the Grand Court rejected efforts by the Milfam Group to unilaterally chair and complete a purported shareholders' meeting and ruled that the resolutions purportedly adopted by the Milfam Group are invalid and legally ineffective. As a result, the constitution of the Company's Board and management has not changed.

The Grand Court also held that Milfam Group's "nomination notice and proxy statement failed to disclose relevant and material" matters concerning its relationship with, and the positions held by, certain of its Board nominees. Among other things, the Grand Court noted that the Milfam Group failed to disclose to investors that certain of its Board nominees had long-standing business and financial relationships with the Milfam Group.

The Grand Court's decision is expected to be available shortly at https://judicial.ky/judgments/unreported-judgments-advanced-search.

Any shareholder, customer, supplier or other party who was contacted by or on behalf of any member of the Milfam Group and purporting to act on behalf of the Company is immediately requested to contact the Company at info@scullyroyalty.com.

The Board and management team remain focused on acting in the best interests of the Company and all of its shareholders. The Company is considering its options and may seek recovery against the Milfam Group in connection with the significant disruption and damage caused to the Company and its shareholders by their actions.

Update on Company Disclosures

News releases issued by the Milfam Group purportedly on behalf of the Board of Directors of the Company dated January 12 and February 12, 2026, as well as filings made by the Milfam Group purportedly on behalf of the Company with the United States Securities and Exchange Commission (the "SEC") since January 1, 2026, were unauthorized, misleading and inaccurate and should be disregarded in their entirety.

In addition, the Section 16 reports on Form 3 filed with the SEC by or on behalf of Alan B. Howe and Jerrod M. Freund on March 18, 2026 and March 26, 2026, respectively, and identifying each of Messrs. Howe and Freund as directors of the Company were improper and incorrectly filed.

In part, as a result of the Milfam Group's actions, including their misleading disclosures regarding control of the Board, the Company was unable to finalize and file its Annual Report on Form 20-F for the fiscal year ended December 31, 2025 (the "Form 20-F") by the prescribed filing deadline. In connection with the delayed filing, the Company received notice from the New York Stock Exchange (the "NYSE") regarding its non-compliance with the NYSE's continued listing requirements relating to late filing delinquencies (the "Filing Delinquency"), and on May 12, 2026 the NYSE suspended trading in the Company's common shares. The suspension does not result in the immediate delisting of the Company's common shares from the NYSE. Also, in part as a result of the Milfam Group's actions, the Company's independent registered public accounting firm, AOGB CPA Limited, resigned on March 11, 2026. With the Grand Court having confirmed that the Milfam Group's resolutions were invalid, the Company is now working expeditiously to engage a new auditor and intends to complete and file the Form 20-F as soon as practicable and is committed to making efforts to cure the Filing Delinquency, ensure trading of the Company's common shares resumes, and maintain its NYSE listing. After the Form 20-F is filed, the Board intends to make a determination regarding its dividend policy for 2026.

About Scully Royalty Ltd.

Scully Royalty Ltd. (NYSE: SRL) holds a net revenues royalty interest on the Scully Iron Ore Mine located in Newfoundland and Labrador, Canada. It also holds various merchant banking and industrial interests globally. For more information, visit www.scullyroyalty.com.

Forward-Looking Statements

This news release contains "forward-looking statements" within the meaning of applicable securities laws, including statements regarding the Company's intention to complete and file its Form 20-F, its efforts to cure the Filing Delinquency, seeking the resumption of trading in its common shares and its potential options to recover against the Milfam Group. Forward-looking statements are based on the Company's current expectations and assumptions and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied, including, among others, the timing and outcome of the Company's regulatory filings and any NYSE listing review, the possibility of appeal or further proceedings in respect of the Grand Court's judgment, and the outcome of any other related litigation, and other important factors set forth in the "Risk Factors" section of the Company's Annual Report on Form 20-F for the year ended December 31, 2024 filed with the SEC on April 30, 2025 and the Company's other reports filed with the SEC. These forward-looking statements reflect the Company's current views and are based on certain assumptions and speak only as of the date hereof. The Company undertakes no obligation to update any forward-looking statement except as required by law.

View original content:https://www.prnewswire.com/news-releases/scully-royalty-board-of-directors-and-management-remain-unchanged-302820378.html

SOURCE Scully Royalty Ltd.