Miner pres­sured as founder leads un­happy in­vestors

Guyana Gold­fields dis­si­dents push for meet­ing

Stockwatch Daily - - FRONT PAGE - Mr. Pa­trick Sheri­dan, a con­cerned share­holder, re­ports

THE CON­CERNED share­hold­ers of Guyana Gold­fields Inc. (to­gether own­ing not less than 5 per cent of the is­sued and out­stand­ing shares of the com­pany) thank those share­hold­ers who have reached out to ex­press sup­port for the con­cerned share­hold­ers’ di­rec­tor nom­i­nees and re­lated pro­pos­als and urge the cur­rent board of direc­tors to re­spect the rights of share­hold­ers in the pe­riod be­fore the req­ui­si­tioned meet­ing.

Last week, the con­cerned

share­hold­ers an­nounced that they have req­ui­si­tioned a meet­ing for the pur­pose of re­con­sti­tut­ing the en­tire board with new ex­pe­ri­enced, accountable and qual­i­fied direc­tors ca­pa­ble of fix­ing per­for­mance is­sues, lead­ing a share price re­cov­ery and ex­e­cut­ing a value-max­i­miz­ing trans­ac­tion. Un­der ap­pli­ca­ble rules, the board must hon­our the con­cerned share­hold­ers’ re­quest by call­ing a meet­ing within 21 days of the req­ui­si­tion.

“In just one week, the over­whelm­ing sup­port that we’ve re­ceived from share­hold­ers who have con­tacted us is a tes­ta­ment to the strong de­sire for change at Guyana Gold­fields. On top of this, and even more dis­con­cert­ing, is the num­ber of in­vestors who have told me they have dumped their stock or that they won’t in­vest in Guyana Gold­fields be­cause they no longer trust the com­pe­tency of the cur­rent board,” said Pa­trick Sheri­dan, one of the largest share­hold­ers and founder, for­mer ex­ec­u­tive chair­man and for­mer di­rec­tor of the com­pany. “Share­hold­ers are telling us that they’ve had enough of the dra­matic value de­struc­tion that has oc­curred un­der the stew­ard­ship of this board and are seek­ing a new path with new direc­tors who can turn things around. They share the con­cerned share­hold­ers’ view that the longer it takes to change the board, the worse things are go­ing to get for share­hold­ers.” The con­cerned share­hold­ers are urg­ing the board to re­frain from any self-serv­ing or anti-share­holder de­fen­sive ac­tions that in­hibit share­hold­ers’ abil­ity to exercise their le­gal rights. Ac­cord­ingly, in a for­mal let­ter, the con­cerned share­hold­ers have asked the Toronto Stock Ex­change to mon­i­tor any pro­posal made by Guyana Gold­fields for signs of en­trench­ment, share­holder di­lu­tion or at­tempts to struc­ture around reg­u­la­tory share­holder ap­proval re­quire­ments. “We re­spect­fully re­quest,” the let­ter stated, “that, un­til af­ter the meet­ing is called and held and the di­rec­tion of Guyana is rightly de­ter­mined by its share­hold­ers, the TSX care­fully mon­i­tor and re­view any ac­qui­si­tion, fi­nanc­ing, is­suance of se­cu­ri­ties, or other de­fen­sive tac­tics or po­ten­tially di­lu­tive trans­ac­tion or se­ries of trans­ac­tions pro­posed by Guyana and re­quire that any such trans­ac­tion or

se­ries of trans­ac­tions be ap­proved by share­hold­ers as a con­di­tion of TSX’s con­sent, in­clud­ing with re­spect to any is­suance of se­cu­ri­ties by Guyana in con­nec­tion with such trans­ac­tion or se­ries of trans­ac­tions.”

New lead­er­ship is needed to halt value de­struc­tion and fix Guyana Gold­fields Guyana Gold­fields has lost over $1-bil­lion in value since 2016 be­cause of the board’s op­er­a­tional fail­ures, ir­re­spon­si­ble ac­tions and risky de­ci­sions. To add in­sult to in­jury, while share­hold­ers have lost over 80 per cent of their in­vest­ment since 2016, the board has con­tin­ued to re­ward it­self hand­somely and has of­fered no plan to turn things around.

In con­trast, the con­cerned share­hold­ers’ nom­i­nees are putting for­ward a clear strat­egy to: op­ti­mize op­er­a­tional per­for­mance; re­pair the re­la­tion­ship with the govern­ment of Guyana; and turn the share price around and ex­e­cute a value-max­i­miz­ing trans­ac­tion. “The board has demon­strated an in­abil­ity to stop the freefall of the com­pany’s share price. Enough is enough,” said Mr. Sheri­dan. “We ask that the board promptly set a meet­ing date and al­low Guyana Gold­fields’ share­hold­ers the op­por­tu­nity to de­ter­mine the ap­pro­pri­ate ste­wards of their com­pany and save their in­vest­ment.” Mr. Sheri­dan, on be­half of the con­cerned share­hold­ers, wel­comes the op­por­tu­nity to en­gage with fel­low share­hold­ers. Mr. Sheri­dan can be reached at 416-628-5904 or [email protected] Ad­di­tional in­for­ma­tion The in­for­ma­tion con­tained in this press re­lease does not and is not meant to con­sti­tute a so­lic­i­ta­tion of a proxy within the mean­ing of ap­pli­ca­ble se­cu­ri­ties laws. Al­though the con­cerned share­hold­ers have de­liv­ered the req­ui­si­tion, there is cur­rently no record or meet­ing date set for the meet­ing and share­hold­ers are not be­ing asked at this time to ex­e­cute a proxy in favour of the con­cerned share­hold­ers’ nom­i­nees or any other res­o­lu­tion set forth in the req­ui­si­tion. In con­nec­tion with the meet­ing, the con­cerned share­hold­ers may file a dis­si­dent in­for­ma­tion cir­cu­lar in due course. Not­with­stand­ing the fore­go­ing, the con­cerned share­hold­ers are vol­un­tar­ily pro­vid­ing the dis­clo­sure re­quired in ac­cor­dance with Cana­dian cor­po­rate and se­cu­ri­ties laws ap­pli­ca­ble to pub­lic broad­cast so­lic­i­ta­tions.

As set out in the req­ui­si­tion, the nom­i­nees are Carmen Diges, De­clan Franz­mann, Doug Kir­win, Luc Les­sard, Thomas Plad­sen and James White. The at­tached ta­ble sets out in­for­ma­tion in re­spect of each nom­i­nee.

(See GUY Ta­ble 1 on page 10)

Mr. Franz­mann was a non-ex­ec­u­tive di­rec­tor of Lach­lan Star Ltd. On Feb. 13, 2015, Lach­lan an­nounced that it was placed into vol­un­tary ad­min­is­tra­tion by its direc­tors. Lach­lan ef­fec­tu­ated a deed of com­pany ar­range­ment on May 23, 2018, re­leas­ing Lach­lan from ex­ter­nal ad­min­is­tra­tion and was re­in­stated to trad­ing on the Aus­tralian Se­cu­ri­ties Ex­change. The con­cerned share­hold­ers are not so­lic­it­ing prox­ies in con­nec­tion with the meet­ing at this time.

Karen Bax­ter con­densed this news re­lease ([email protected]­watch.com).

David Mal­colm Beatty, Scott An­drew Cald­well, Jean-Pierre Chau­vin, Alan Louis Henry Ferry, Rene Luis Joseph Mar­ion, Daniel Joseph Noone, Michael Barry Rich­ings

(GUY) Shares: 173,530,802

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