Miner pressured as founder leads unhappy investors
Guyana Goldfields dissidents push for meeting
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