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CBLT requisitions meeting for investee Ready Set Gold

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CBLT requisitions meeting for investee Ready Set Gold

 

2021-06-14 13:12 ET - News Release

See News Release (C-CBLT) CBLT Inc

Mr. Peter Clausi reports

CBLT REQUISITIONS SHAREHOLDER MEETING FOR INVESTEE READY SET GOLD CORP.

CBLT Inc. has delivered a requisition letter to the board of Ready Set Gold Corp. In the requisition letter, CBLT requests the board call a meeting of the common shareholders of Ready Set Gold for the purpose of removing all current directors and electing a fresh team that will actually carry out its fiduciary duties as directors.

A copy of the requisition letter is attached. It identifies the members of the new slate with a short bio for each.

CBLT informed Ready Set Gold last week that the requisition letter would be delivered today, with the hope Ready Set Gold's board would use the requisition letter as an opportunity to address the board's dysfunctionality and terminate its underskilled chief executive officer. In response, John Veltheer and Jason Jessup resigned as directors of Ready Set Gold. The timing of their resignations is undoubtedly connected to the delivery of the requisition letter. The Ready Set Gold board now has no person with any technical mining qualifications, which, in CBLT's opinion, is bizarre for a mining exploration company.

In CBLT's opinion, the board's dysfunctionality continues to the detriment of the Ready Set Gold shareholders. To the best of CBLT's knowledge, it is the largest holder of Ready Set Gold shares, meaning this continuing morass at the Ready Set Gold board level hurts CBLT the most. Ready Set Gold needs a new board that actually respects the shareholders.

Should the Ready Set Gold fail its mandatory statutory obligations to call a shareholder meeting, CBLT intends to call a meeting of the shareholders to remove all current directors and elect the new slate.

Suite 200, 3310 South Service Rd., Burlington, Ont., L7N 3M6

June 14, 2021

[e-mail]

[e-mail]

[e-mail]

To: the board of directors of Ready Set Gold Corp., 1166 Alberni St., Suite 1201, Vancouver, BC V6E 3Z3

Dear board,

Re: requisition of shareholder meeting for Ready Set Gold

You know the undersigned (the concerned shareholder) holds in the aggregate at least one-20th of the issued shares of the corporation that carry the right to vote at general meetings. Pursuant to Section 167 of the Business Corporations Act (SBC 2002; Chapter 57), the concerned shareholder requisitions the board to immediately call and hold a shareholder meeting.

The board of directors is a continuing soap opera, with the drama centred on the non-termination of Christian Scovenna. His decision not to consult with Pays Plat First Nation and thereby breaching Pays Plat's constitutional rights is the latest offence justifying termination on its own. Wisely, Mr. Veltheer and Mr. Jessup have seen the inevitable and have spoken with their feet.

This dysfunctionality must end. We therefore request the board call a meeting of the shareholders:

 

1. To fix the number of directors at six;
2. To remove each of Christian Scovenna, Darren Collins, Peter Simeon and Alex McCauley as a director of the corporation;
3. Should any person other than the persons set out herein be on the board on the shareholder meeting date, to remove such person or persons;
4. To elect J. Birks Bovaird, Brian Crawford, Peter M. Clausi, Eric Klein, Stephen Burega and Francine Long as directors of the corporation;
5. To transact such other business as may properly come before the meeting or any adjournment thereof.

 

The biography of each nominee of the new slate is as follows.

J. Birks Bovaird, 73

Mr. Bovaird is a director and the chair of the board of Energy Fuels Inc., a uranium, vanadium and rare earths mining, development and production company ($1.2-billion market cap). He is also chair of Buccaneer Gold Corp. and chair of GTA Financecorp. and sits on the board of Stone Gold. He is an independent director and chair of the compensation committee of Noble Mineral Resources. He is a graduate of the directors education program at the Rotman School of Business and holds the ICDD designation.

Brian Crawford, 74

Mr. Crawford, CPA, CA, holds a BCom from the University of Toronto and has extensive experience as a senior financial executive with public and private companies and as a partner in a national firm of chartered professional accountants. Mr. Crawford co-founded several companies currently listed on the TSX Venture Exchange or the Canadian Securities Exchange. He currently serves as a director, corporate secretary and/or chief financial officer of several TSX-V or CSE listed companies, including Colibri Resource Corp., Searchlight Resources Inc., CBLT Inc., Portofino Resources Inc. and Tempus Capital Inc.

Peter M. Clausi, 57

Mr. Clausi is an Ontario lawyer and the chief executive officer and a director of CBLT and GTA Financecorp Inc. He is also an independent director at Buccaneer Gold Corp., Camrova Resources Ltd. and Alpha Peak Capital Inc. He has taught at several postsecondary institutions and is a frequent public speaker. He is a compliance and governance leader with considerable experience in holding dysfunctional boards accountable. Mr. Clausi has been primarily responsible for the raising and structuring of capital for numerous reporting issuers.

Stephen Burega, 47

In his many leadership roles, Mr. Burega has led the development of market awareness and sales campaigns for reporting issuers. He has been part of teams raising capital across natural resources assets while developing innovative investment solutions to promote ESG (environmental, social and governance) criteria. Most recently, Mr. Burega was the chief executive officer for Angkor Resources, a Canadian natural resource company focused on the exploration of base metals/precious metals in Cambodia.

Mr. Burega has well-established professional networks in Southeast Asia, Africa, the Middle East, South America and North America. In addition, Mr. Burega has provided strategic advice and counsel to C-suite executives on public, media and government relations and issues management over the past 20 years.

Francine Long, 35

Francine Long, PGeo, is a qualified person as term is used in National Instrument 43-101. She is a mining professional with technical experience in building economic resources and has been a part of the technical team on over 125 projects. Projects include modelling resources in both active underground and open-pit production environments and across continents and deposit types (gold, silver, copper, nickel, zinc, rare earth elements, iron ore and battery minerals).

Ms. Long has worked across Canada, North America, South America and Africa. She has also been part of the teams at Niocorp, Cordoba, Mega Monument Bay, Larder Lake, Alexo-Dundonald and Moneta Porcupine Mines. She has experience in the geological setting where the Northshore gold deposit is located.

Eric R. Klein, 61

Mr. Klein is president of Klein Advisory Services Inc., a firm that focuses on business strategy, mergers, acquisitions, divestitures and financings for mid-sized Canadian corporations. Recently, Mr. Klein was a senior executive with a Canadian public financial institution. Prior to that he was the founder and managing director of the corporate finance, valuations and transaction practice of Farber Financial Group. Mr. Klein is a graduate of McGill University with a BComm and a graduate diploma in public accounting and holds designations as a chartered public accountant, chartered business valuator and institute of corporate directors. Currently, he is a director and audit committee chair of INV Metals Inc. and a director of Ramm Pharma Corp.

Finally, we note Mr. Clausi, Mr. Crawford and Mr. Bovaird each held senior executive positions with GTA Resources when it discovered the Northshore gold deposit. Each nominee is financially literate except for Ms. Long.

If the board fails to comply with its mandatory statutory obligations, we will call and hold the shareholder meeting and the corporation will be liable to reimburse our expenses.

Sincerely,

CBLT Inc.

Peter Clausi

CC: Sean Kingsley, investor relations

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