RE:RE:RE:Mistango Mistango’s management is concerned that Orefinders’ intentions regarding Mistango are not in the best interests of all Mistango shareholders. Shareholders are encouraged to review Mistango’s recent news releases detailing its concerns. While Orefinders’ current intentions are presently unknown, shareholders would be prudent to consider Orefinders’ true motives regarding its proposed changes to Mistango’s board of directors. Orefinders’ slate of dissident nominees are all related directly or indirectly to Orefinders. Shareholders are also encouraged to review Orefinders’ corporate history, the fees Orefinders’ management has paid itself and progress it has made advancing the properties it has acquired. Based on information filed on SEDAR, Orefinders’ financial history, and that of PowerOre Inc., which is related to Orefinders through common directors and officers, indicates that Mr. Alexander Stewart, and his son, Mr. Stephen Stewart, have been paid by Orefinders and PowerOre Inc. the following fees:
Mr. Alexander Stewart
Mr. Stephen Stewart
Total
Orefinders
2018 compensation
$ 136,000
$ 146,000
$ 280,000
2017 compensation
$ 57,000
$ 67,000
$ 124,000
PowerOre Inc.
2018 compensation
$ 70,000
$ 65,000
$ 135,000
2017 compensation
N/A
N/A
N/A
$ 263,000
$ 278,000
$ 539,000
The above compensation table excludes the value of share-based payments to Mr. Alexander Stewart and Mr. Stephen Stewart (collectively, the “Stewarts”). During fiscal 2018 the Stewarts received 1.8 million Orefinders stock options, which Orefinders valued at $216,000. In 2018 the Stewarts also received 4.0 million stock options from PowerOre Inc., which PowerOre Inc. valued at $122,529. As such, the Stewarts’ total compensation for 2018, including the fair value of stock options received, was $753,529.
It is important to note that PowerOre Inc. was incorporated on February 1, 2018 and its first fiscal year ended on October 31, 2018. This means that the PowerOre Inc. fees above are for the nine months ended October 31, 2018. If the Stewarts’ PowerOre Inc. fees are annualized, then it is expected that Mr. Alexander Stewart’s and Mr. Stephen Stewart’s PowerOre Inc. fees are $93,333 and $86,667, respectively. This means that the Stewarts’ annual PowerOre Inc. Compensation is $180,000 resulting in expected annualized 2018 compensation of an aggregate of $460,000, excluding the fair value of the stock options received, for the Stewarts from both Orefinders and PowerOre Inc.
This data also clearly shows that Orefinders increased Mr. Alexander Stewart’s total 2018 compensation by 140% over 2017 total compensation while Mr. Stephen Stewart’s 2018 compensation increased 120% over 2017.
According to Orefinders’ audited financial statements for the years ended October 31, 2018 and 2017 Orefinders raised $348,170 in gross proceeds plus $192,000 through the exercise of warrants for total share capital raised of $540,170. This means 51.8% of this new equity was utilized to pay for Mr. Alexander Stewart’s and Mr. Stephen Stewart’s 2018 Orefinders total compensation of $280,000.