Cascadero shareholder requisitions special meeting
2020-06-08 12:39 ET - News Release
Mr. Lorne Harder reports
LORNE HARDER HOLDINGS LTD. REQUISITIONS SPECIAL SHAREHOLDERS MEETING AND HAS VOTING CONTROL OVER 16.57% OF CASCADERO
Lorne Harder Investments Ltd. has formally requisitioned a special meeting of shareholders of Cascadero Copper Corp. to be held as soon as possible, to remove the incumbent directors of Cascadero and replace them with qualified and experienced directors who will run Cascadero for the benefit of shareholders and not to enrich and entrench management.
The Shareholder has acquired voting control and direction over another 23,174,763 common shares of Cascadero and now has beneficial ownership of and\or voting control and direction over an aggregate of 32,193,570 common shares (the "Shares"), representing approximately 16.57% of the total issued and outstanding common shares of Cascadero.
In the Shareholder's view, the support received from additional shareholders of Cascadero sends a clear message to the board and management that NOW is the time for change and the Shareholder's proposals are in the best interests of, and will be supported by, a majority of Cascadero's shareholders.
Mr. Lorne Harder had requested to be added to the Board of Directors and was sponsored by Mr. George Gale, one of the two remaining directors. Mr. Harder's appointment to the Board, would have made Cascadero compliant with TSX Venture Exchange rules and corporate law requirements that listed companies have a minimum of three directors. Mr. Lorne Harder had also expressed his willingness to provide Cascadero with a short-term loan to ensure the assets of the Company are kept in good standing. Unfortunately, Mr. Brian Causey, Cascadero's CEO and the other director, outright denied this request, without explanation, and is willing to subject Cascadero to possible disciplinary actions by regulators and also a lengthy and costly proxy battle in connection with the requisitioned special meeting of shareholders. The Shareholder is very concerned that Mr. Causey is not fulfilling his fiduciary responsibility to all shareholders in the way he continues to manage Cascadero.
According to SEDI, Mr. Causey only owns 1,000,000 Common shares of Cascadero, which is a mere 0.51% of the outstanding shares of Cascadero, and yet, is prepared to put Cascadero at risk with its remaining assets. Mr. Causey is clearly not aligned with shareholders with his very small vested interest in Cascadero, unlike the substantial investment made by Mr. Harder and the other supporters of Mr. Harder.
As per the February 29, 2020 financial statements there was $58,000 in cash remaining in Cascadero's treasury, and it can only be assumed that this amount would be substantially lower at this time. Mr. Causey appears to be prepared to put Cascadero at risk, and potentially sell its remaining assets to raise funds for his management fees and an expensive proxy battle in connection with the requisitioned meeting.
Further evidence of management's inability to remain compliant with regulatory and legal obligations is the fact that Cascadero has failed to file the required Statement of Executive Compensation for the 2019 year end, which was due at the end of May 2020. This information would have provided the shareholders with some insight into management compensation and any management contracts. The shareholders have a legal right to know how much Cascadero has been paying Mr. Causey.
The Shareholder is also extremely concerned about certain "treasury shares" that Cascadero has reported in its financial statements. Cascadero reported a total of 16,498,026 "treasury shares" in its most recent interim financial statements. These "treasury shares" appear to be common shares of Cascadero that Cascadero acquired in 2015 following a failed transaction. It is the Shareholder's position that these shares should have been cancelled for the benefit of all shareholders and the Shareholder is concerned about what management intends to do with these shares. The Shareholder notes that under corporate law these shares may not be voted by Cascadero at a shareholders meeting. All of the "treasury shares" held by Cascadero should be immediately cancelled and returned to the company's treasury.
Since the Shareholder announced its decision to requisition the Meeting, it has been contacted by numerous other shareholders who have also voiced their support for the Shareholder's actions. The Shareholder therefore intends to work to install a new slate of directors, which will include Lorne Harder. The Shareholder will provide formal notice of its director slate in a forthcoming communication.
As a significant shareholder of Cascadero, the Shareholder's interest in turning Cascadero around is fully aligned with shareholders.