Post by
74volfram on Jun 22, 2015 11:53am
odd take-over atwoulfe (quick answers to chrisp's qs)
The entire Almonty 'take-over' has been odd. What legal right did Dundee have to orchestrate changes to the board make-up?
I do not believe Dundee orchestrated the board changes. Any changes were a consequence of Dundee releasing control of the company to Almonty - due to circumstances likely to be similar to what yyzflex outlines in his post. As to the mechanics of how it all worked itself out in just two days, I would recommend reading the original "takeover" NR again:
https://www.stockwatch.com/News/Item.aspx?bid=Z-C%3aWOF-2285861&symbol=WOF®ion=C
and my post commenting on the NR:
https://www.stockhouse.com/companies/bullboard/c.wof/woulfe-mining-corp?postid=23791866
Michel Gaucher, Mark Goodman and David Whyte made up 50% of the board. Did they vote themselves off the board?
As explicitly stated in the announcement, Dundee released its right to nominate and keep 50% of the board members to ALmonty as one part of the deal (the transaction concerning the Dundee convertibles of January 2014). Gaucher, Goodman and Whyte had to resign due to that..
Who appointed Lewis Black to CEO, President and Director?
On top of the 50%, Almonty had the right to appoint one board member as another part of the deal (Almonty convertibles of June 2015). Almonty presumably nominated Black.
Who appointed Antonio Correa de Sa and Michael Galego to directors. Isn't a vote required?
They were appointed by Almonty exercising their rights under the transaction concerning the Dundee convertibles.
At the end of the Almonty/Dundee transactions, the Woulfe board now had three Almonty directors, two Dundee directors (Hewlett and Yi) and the former interim CEO Marleau. I believe this board quickly nominated and elected Black as CEO. With three Almonty directors out of six, Almonty still has the rights to nominate one more direcctor at the next AGM or ask for the resignation of one of the three others (the board should be 5 or 7 directors).
Getting back to the "odd" nature of the takeover. This is how takeovers are usually done: the bidder finds a way into the company through connections and transactions with one of the insiders. In this case it was the controlling insider Dundee and they also had an interest, maybe even a pressing need to obtain the technical expertise of the bidder.
So this takeover has a fighting chance to work for all, and possibly even for us. I would not want to go back to the Dundee days of late last year. that's for sure.
I now have a question for Chrisp: where you able to connect with your german contact? was he the grauemuetze poster that visited Sangdong in May? The Korea news article substantially validates major portions of his story. It will be interesting next to see if the rest of it also pans out.