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SCULLY ROYALTY ISSUES FURTHER UPDATE ON ANNUAL SHAREHOLDERS' MEETING AND COURT PROCEEDINGS

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Scully Royalty (NYSE: SRL) announced on Dec 24, 2025 that it has filed an appeal of the Dec 19, 2025 Grand Court of the Cayman Islands decision concerning MILFAM LLC's nomination timing under the company's memorandum and articles.

The company said its annual general meeting, originally set for Dec 27, 2025, is temporarily postponed to permit a Cayman Islands Court of Appeal hearing as soon as practicable. The board, following its Compensation, Nominating and Corporate Governance Committee recommendation, cited the need to reduce uncertainty, give shareholders time to assess the purported nominations, and allow an orderly meeting with full disclosure. The company invited MILFAM to cooperate in good faith.

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Positive

  • Board approved postponement to enable orderly shareholder decision-making
  • Company filed an appeal to seek clarification of nomination timing

Negative

  • Annual general meeting postponed from Dec 27, 2025
  • Ongoing court proceedings create near-term uncertainty for shareholders

Key Figures

Subin ownership 1,985,952 shares (13.0%) Beneficial ownership per Schedule 13D/A based on 15,226,351 shares
MILFAM ownership 1,957,597 shares (12.9%) Beneficial ownership per Schedule 13D/A
Shares outstanding 15,226,351 shares Common shares outstanding as of Nov 24, 2025
Board nominees (dissident) 5 nominees Dissident slate proposed by MILFAM and related parties
AGM date December 27, 2025 Annual general meeting date, now temporarily postponed
Executive/officer cash compensation $2.1 million Cash compensation to directors and officers for 2024
Non-executive director fees $0.4 million Fees to non-executive directors for 2024
Market capitalization $104,983,069 Market cap before this news

Market Reality Check

$6.79 Last Close
Volume Volume 28,381 is elevated vs. 20-day average 15,897 (relative volume 1.79x). high
Technical Price 6.79 is trading above the 200-day MA of 6.40, yet 32.03% below the 9.99 52-week high.

Peers on Argus

SRL’s -2.02% move occurred alongside mixed peer action: DOMH -2.26%, SIEB -1.04%, NCTY -2.43% lower, while HGBL gained 2.48%. This points to stock-specific dynamics around the governance and court proceedings rather than a broad Capital Markets sector trend.

Historical Context

Date Event Sentiment Move Catalyst
Dec 22 Meeting process update Negative -2.8% Further update on shareholder meeting amid dissident MILFAM contest.
Dec 12 Meeting process update Negative -2.4% Company position on AGM and MILFAM nominations in proxy dispute.
Sep 09 Resource estimate update Positive -0.6% Significant increase in contained scandium metal at an Australian project.
Pattern Detected

Recent meeting-related updates (Dec 12 and Dec 22) were followed by modest negative price reactions, suggesting governance headlines have coincided with incremental pressure on the stock.

Recent Company History

Over the last months, SRL’s key disclosures have centered on its annual general meeting and a dissident proxy contest involving MILFAM LLC. Updates on the meeting process on Dec 12 and Dec 22, 2025 both saw small negative price reactions (-2.36% and -2.81%). Today’s announcement of an appeal of the Cayman court decision and a short postponement of the Dec 27, 2025 meeting continues this governance and control narrative, extending the period of procedural uncertainty for shareholders.

Market Pulse Summary

This announcement extends SRL’s ongoing governance saga, highlighting an appeal of a Cayman court decision over MILFAM LLC’s director nominations and a short postponement of the Dec 27, 2025 annual meeting. Investors may focus on how the court proceedings shape the final ballot, given significant shareholders each hold over 10% and have proposed a competing five-person slate. Monitoring subsequent 6-K and Schedule 13D/A filings and any changes to meeting logistics or nominees remains important.

AI-generated analysis. Not financial advice.

NEW YORK, Dec. 24, 2025 /PRNewswire/ -- Further to its news release dated December 22, 2025, Scully Royalty Ltd. (the "Company") (NYSE: SRL) announces that it has filed an appeal of the December 19, 2025 decision of the Grand Court of the Cayman Islands with respect to the notice of nomination of MILFAM LLC ("MILFAM") and its compliance with the timing requirements under the Memorandum and Articles of Association of the Company.

The Company further announces that its annual general meeting (the "Meeting"), originally scheduled for December 27, 2025, has been temporarily postponed for a short duration of time to allow a hearing before the Cayman Islands Court of Appeal to be heard as soon as practicable. The Company is inviting MILFAM to work collaboratively and in good faith with the Company in this endeavor.

The postponement was approved by the Company's board of directors, based on the recommendation of its Compensation, Nominating and Corporate Governance Committee. In determining to postpone the Meeting, such committee and the board considered various factors relating to the best interests of the Company and its shareholders and the circumstances of the Meeting, including, among other things, that a short postponement will assist in addressing the uncertainty created by the recent decision and appeal, the need to provide shareholders sufficient opportunity to assess the purported nominations of MILFAM pending the outcome of the court proceedings, and to allow the Meeting to take place in an orderly manner that promotes and is conductive of informed shareholder decision-making with full disclosure by each party of all material information.

Cision View original content:https://www.prnewswire.com/news-releases/scully-royalty-issues-further-update-on-annual-shareholders-meeting-and-court-proceedings-302649376.html

SOURCE Scully Royalty Ltd.

FAQ

Why did Scully Royalty (SRL) postpone its Dec 27, 2025 annual meeting?

The board postponed the meeting to allow a Cayman Islands Court of Appeal hearing after the company appealed the Dec 19, 2025 court decision.

What action did Scully Royalty (SRL) take on Dec 24, 2025 regarding MILFAM LLC nominations?

Scully Royalty filed an appeal of the Dec 19, 2025 Grand Court decision about MILFAM's nomination timing under the company's governing documents.

Will Scully Royalty (SRL) still hold the annual meeting in 2025?

The meeting is temporarily postponed for a short duration to allow the appeal process; no new date was specified in the announcement.

How does the board justify the postponement of SRL's shareholder meeting?

The board said the short postponement reduces uncertainty, allows shareholders to assess the nominations, and promotes an orderly meeting with full disclosure.

Did Scully Royalty (SRL) invite MILFAM to cooperate after the court decision?

Yes; the company invited MILFAM to work collaboratively and in good faith regarding the timing and proceedings.
Scully Royalty Ltd

NYSE:SRL

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