In order to understand the resignation of Paul Gorman (former CEO) you have to look to the events of August 2017. The recent document release (as a result of the OSC) specifically the secured debenture with F2 capital (January 10,2019 - sedar filing), the loan between NovoCarbon and GLK (December 27,2018 sedar - filing), the incorporation documents of NovoCarbon (December 27, 2018 - sedar filing) , as well as the August 2017 press releases allows us to do that.
During August 2017, NovoCarbon (US) was incorporated by Paul Ferguson, GLK raises 2 million US from F2 Capital (Ferguson Family) in the form of a secured convertible debenture, and, Greg Murphy and Richard Lane immediately resign from the board of GLK.
The problem with the transactions is the fact that NovoCarbon US shares are held in trust by Paul Ferguson “Until such as point as the shares may be transferred to the company’s beneficial ownership” To this date they are still held in trust (June 2018 financials).
On May 19 2019 GLK must repay 2 million US (plus interest) to F2 Capital (Ferguson family) and this creditor is also holding NovoCarbon in trust through Paul Ferguson. Is the repayment of this debenture a requirement for the NovoCarbon shares to be transferred?
In either case no one would disagree that all activities for the company are conducted out of NovoCarbon US, and furthermore, it is inevitable that GLK defaults on this secured debenture. The only question remaining is why should the Ferguson family not bankrupt GLK. They get a tax loss, and in all likelihood and get to keep the private company NovoCarbon US as well.
Note: The Ferguson family is owed other money and is the only reason GLK lasted so long. I understand why the secured debenture was structured this way and appreciate the efforts they have gone to. However, no investor will touch this company.