Mly shareholders Far dissident says board, management are "entrenched" 2021-10-29 09:14 ET - News Release Mr. Scott Taylor, a concerned shareholder, reports THE CONCERNED SHAREHOLDERS OF FAR RESOURCES LTD. LOOK FORWARD TO PUTTING AN IMMEDIATE END TO THE ENTRENCHED INCUMBENT MANAGEMENT AND BOARD'S IRRESPONSIBLE DESTRUCTION OF SHAREHOLDER VALUE Scott Taylor and joint actors Christina Barnard, Jason Barnard and affiliates hold directly and indirectly approximately 7.7 per cent of the issued and outstanding common shares of Far Resources Ltd. that are entitled to be voted at the meeting. As a result of discussions with other shareholders who are supportive of change at Far, the concerned shareholders have already received expressions of support from shareholders (themselves included) holding over 45 per cent of the shares entitled to be voted at the meeting. It should be noted that the concerned shareholders have filed a notice with Far for the nomination of three highly qualified and experienced directors to be elected to the board of the company at the annual meeting of the company that was to be held on Nov. 12, 2021, prior to Far unjustifiably postponing the meeting to Dec. 7, 2021. The concerned shareholders believe the company current board and management lack relevant experience and, more importantly, have failed to show any progress in developing the company promising assets since taking the reigns of the company 18 months ago. Ultimately, the entrenched management and board bear responsibility for share value or, unfortunately in this instance, share value destruction. In their 18 months at the helm, the incumbent directors can point to virtually no accomplishments and, in fact, as outlined as follows, their tenure has been defined with questionable decisions. Equally important is a total lack of shareholder engagement and the concerned shareholders believe the current share price is representative of the apathy demonstrated by this incumbent management and board. It is a sad situation that Far's share price has languished and declined under the poor stewardship of the entrenched management and board while comparative companies in Far's peer group, with lithium assets, have seen significant increases in shareholder wealth. Why not Far? The incumbent board have no coherent strategy notwithstanding they have been in their current roles for approximately 18 months. In that time, they have mismanaged assets and failed to adopt basic corporate governance practices as evidenced by the following: Since their appointment to the board, about 18 months ago, they have failed to hold an annual shareholder meeting and thereby seek shareholder approval for their performance by an election of directors. The board's response upon learning that shareholders were going to nominate an alternate slate of directors was to immediately delay a long overdue meeting by a month. The company has only two named officers: John Gammack as president and chief executive officer and Robert G. Dinning, CPA, as chief financial officer, who was appointed by Mr. Gammack himself. The company has only two directors: Mr. Gammack and Mr. Dinning. A key fiduciary role for directors is to provide oversight of management. Clearly, Mr. Gammack and Mr. Dinning are in an inescapable conflict situation as the only directors in that they can hardly provide effective oversight of themselves in their dual roles as officers. Neither Mr. Gammack nor Mr. Dinning was elected by shareholders. These individuals were appointed by previous board members by personal and business relationships, which makes their failure to hold a timely election all the more outrageous. Proper disclosure of corporate events has been an abysmal failure under the current board. Retractions and corrections or late disclosure have been commonplace over the past 18 months. The concerned shareholders question Mr. Gammack's experience overseeing a public exploration company as there does not appear to be any discernable evidence to suggest Mr. Gammack is qualified to steward your investment. Additionally, the concerned shareholders raise questions about Mr. Dinning and Mr. Gammack's relationship as they have had a decades-long friendship and there is no independence or oversight whatsoever from the current board of directors, demonstrating them to be clearly interlocked. As such, this raises serious questions of conflicts of interest; with only two board members, all decisions are self-directed and self-approved by the same two board members who simply cannot be believed to be acting independently in their decisions on such issues as asset development, compensation, risk taking, negotiations on M&A (merger and acquisition) activity, and use of proceeds.