EGR Exploration Ltd V.EGR

GGAU ..... Gambier dissident sets out reasons for concern

[Iseneschal]

Gambier dissident sets out reasons for concern

2022-05-12 14:08 ET - Shareholders Letter

Mr. Felix Grabher, a concerned shareholder, reports

LETTER TO THE SHAREHOLDERS OF GAMBIER GOLD CORP.

Dear fellow shareholders of Gambier Gold Corp.,

Shareholders have not been told the full story, and as you read further, you will find that for Gambier to succeed, change is required. We, FruchtExpress Grabher GmbH & Co. KG, significant shareholder of Gambier, have a passion for the corporation to succeed, have the best interests of shareholders in mind and want management of Gambier to deliver results. As significant shareholders, we hold approximately 8.75 million common shares, representing approximately 18.926 per cent of Gambier's issued and outstanding shares. Our interests are aligned with yours, and we are motivated to maximize value for all.

The president and chief executive officer, Michael Schuss, along with chief financial officer, Geoff Balderson, have breached their fiduciary duties of loyalty and care, which are owed by each director and officer to the corporation and its shareholders under corporate law. Such behaviour cannot continue and cannot remain hidden.

Key highlights

In favour of the new board of directors and management:

• We continue to actively engage with shareholders, key stakeholders and potential shareholders, increasing shareholder support base to around 50 per cent;
• Strengthening the team with the addition of two independent technical advisers, Bernie Kreft (owner of a private prospect generator company and adviser of Kestrel Gold) and Robert Cameron (president and chief executive officer at Commander Resources);
• Strengthening the team with the addition of a chief financial officer Mark T. Brown (executive chairman at Alianza Minerals Ltd. and president of Pacific Opportunity Capital Ltd.);
• We are in discussions with third parties about the addition of new projects to replace the loss of the Wicheeda property;
• Since our last news release, we have continued to try to work with the existing board, which continues to fail to address questions and concerns.

 

Reasons for concern about current board of directors and management:

 

• Failure to comply with B.C. securities laws and regulations;
• Extremely poor communication with shareholders, including out-of-date website and presentation;
• Lack of accountability, blaming former geologists and directors on exploration results;
• The lack of news release regarding the disposal of Wicheeda; we recognize this was mentioned in management's discussion and analysis; however, we believe it should have had a separate news release;
• Geoff Balderson, current chief financial officer of Gambier, is involved in approximately 25 other publicly traded companies, has had multiple active cease trade orders against him for the failure to file financial statements.

 

Daniel Rodriguez, proposed chief executive officer, commented: "I am grateful for this opportunity to be a part of the future of Gambier Gold. The company holds amazing exploration properties that warrant thorough attention. The shareholders of Gambier Gold, myself included, deserve the opportunity to have these properties explored. The current management has lacked transparency and accountability, blaming others for its failures. This I will not do. I am pleased to announce the addition of our proposed CFO, Mark Brown, and technical advisers Bernie Kreft and Robert Cameron. This gives me confidence that we are moving in the right direction with strong support from the addition of more industry experts. To all shareholders of Gambier Gold, please remember to vote the green proxy in support of the future of Gambier.

"Unfortunately, the self-interested and oppressive actions of the existing members of the board of directors of Gambier have given us no other option but to stand up for the rights of Gambier shareholders and to propose the election of a new board of directors at the June 1, 2022, annual general meeting of shareholders of Gambier. We care deeply about seeing Gambier transitioned back into a properly functioning and transparently operated company with a board of directors that will act in the best interests of shareholders. You now have a choice and the opportunity to determine the next path forward for your investment in Gambier.

"Once you read the information we are providing you and understand the full facts, we believe you will agree that the election of the shareholder nominees as directors will provide Gambier with the right board of directors to move Gambier forward without conflicting agendas."

Background and reasons: questionable and damaging behaviour of incumbent directors

Over the past several years, disclosure by the corporation has been limited, and we have fought behind the scenes for transparency and good corporate governance of Gambier. We stood up against self-interested actions taken by Mr. Schuss, Tor Bruland, Casey Forward and Mr. Balderson. We have, over the last year, contacted the incumbent directors and officers of the corporation on several occasions to express our concerns over how poorly Gambier was being managed. We are major shareholders, and the incumbent directors have consistently failed to address our concerns. We asked for a change of the board of directors, and, again, the incumbent directors and management declined to accommodate our request. As a result, we requisitioned a meeting of shareholders to change the board of directors on March 21, 2022 (which the corporation has failed to disclose in breach of securities laws). The corporation has now set an annual general meeting for June 1, 2022.

Gambier has built up an enviable portfolio of exploration projects. However, all of this is being threatened by the actions of the incumbent directors and the management team that they have appointed. It is important that you be made aware of the following serious concerns before you cast your vote.

Lack of public disclosure and corporate governance

Background

In our view, current management of Gambier has not properly managed the business and affairs of Gambier, and in our view, the incumbent directors have failed to discharge their fiduciary duties or to properly manage or supervise the management of the business and affairs of Gambier, in particular:

 

• There have been incredibly poor communication and even non-existent communication with shareholders over the last year. For example, there were no news releases issued between May 10, 2021, and Feb. 18, 2022. This lack of communication is further detailed below.
• The incumbent directors failed to cause the corporation to carry out a winter drill program as was discussed in the company's news releases. Further, Michael Schuss, director, president and CEO, provided no operational update in the second half of 2021, despite our requests. The March, 2022, news release was poorly drafted and did not evidence a sound exploration program. They tried to blame others for their failures.
• There are a series of gaps in disclosure. The latest unaudited financial statements for the period ended Dec. 31, 2021, do not set out the changes to the board of directors, and there is no disclosure of an advisory board. We understand that Michael Burns and Rafael Vaudrin resigned in February, 2022, which was stated in a news release.
• Mr. Schuss spent an excessive amount of his time on Twitter rather than running the business of the corporation. For example during the period from April 11, 2022, to May 5, 2022, over 150 Twitter tweets/replies/retweets were released.
• In our view, this lack of proper governance and disclosure by the incumbent directors has depressed the share price and placed the Detour West property, the corporation's main asset, at risk.
• In addition, there has been an increase in the salary of the CEO (Mr. Schuss) without any regard to performance. Mr. Schuss's total annual compensation to March 31, 2021, is disclosed as $56,500. In management's discussion and analysis for the nine months ended Dec. 31, 2021, his total compensation is set out as $105,000, which, extrapolated over 12 months, would be $140,000, an annualized increase of 148 per cent.
• The business of the corporation has deteriorated and is in need of significant cash injection. The corporation will need to raise capital for future exploration, and the confidence of the existing shareholder base, as well as that of potential investors, has been lost.
• Both Mr. Schuss and Mr. Balderson provided their agreement, in writing, to resign or not stand for re-election, and then refused to follow through with this. Mr. Bruland and Mr. Forward were just appointed Feb. 18, 2022, and appear to have no vested interest in the corporation and hold no shares. The vendors and royalty holders of the Detour West property have also expressed their dissatisfaction with the current management.

 

No response to the concerns of those who stood up for the rights of shareholders:

 

• We have tried on multiple occasions to improve the public disclosure with the incumbent directors and had no response.
• Instead of accepting their accountability and addressing our concerns regarding poor communication and questionable corporate governance practices, the incumbent directors have consistently failed to address our concerns.
• We asked for a change of the board of directors, and, again, they declined. Mr. Burns and Mr. Vaudrin resigned in February, 2022, due to their concerns over management. We requisitioned a meeting of shareholders to change the board of directors on March 21, 2022 (which the corporation failed to disclose), and the corporation has now set an annual general meeting for June 1, 2022.
• In accordance with the advance notice policy for the nomination of directors in Article 10.11 of the articles of Gambier, on April 11, 2022, we delivered an advance notice for the nomination of shareholder nominees for election to the board of directors to be included in the annual general meeting materials for the meeting, as well as written consents to act, and the required information with respect to each of the five shareholder nominees. They declined to issue a news release disclosing this and refused to list the shareholder nominees in the proxy of management of the corporation in an attempt to undermine shareholder choice.

 

Corporate governance concerns:

 

• Incumbent directors breached B.C. securities laws and regulations.
• Incumbent directors rejected our requests for information and open corporate governance.
• Incumbent directors opposed our request to appoint a new board, even though agreeing, in writing, that they would.
• Incumbent directors did not disclose that Mr. Balderson has, according to the B.C. Securities Commission, had seven cease trade orders issued in the last 10 years and which were in effect for more than 30 consecutive days (Lords & Company Worldwide Holdings Inc., Lida Resources Inc., New Wave Holdings Corp., Vinergy Capital Inc., Core One Labs Inc. (twice) and Argentum Silver Corp). Two of the cease trade orders are still in effect. One cease trade order was issued May 3, 2022, after the April 25, 2022, management circular date. We point this out to show a pattern of behaviour that undermines the corporation.
• Mr. Balderson is a director and/or officer of approximately 25 reporting companies, which does not leave the time for him to govern Gambier.
• The corporation failed to file its executive compensation disclosure on a stand-alone basis no later than 180 days after the end of its most recently completed financial year, as is required under National Instrument 51-102 (Continuous Disclosure Obligations).
• The company failed to issue a news release on the sale of the Wicheeda property.

 

Impeding the rights of shareholders to a fair and transparent process:

 

• In our opinion, incumbent directors purposely delayed the announcement of the meeting to impede timely director nominations under the corporation's advance notice policy for the election of directors.
• The submission of the nominating shareholder notice for the proposed shareholder nominees was not disclosed, nor included in the management proxy, impeding the fundamental right of shareholders to nominate directors to the board.
• A special committee of the incumbent directors has not been formed to make decisions on all matters related to the contested meeting. The special committee's mandate would be to act independently and in the best interests of shareholders, among other responsibilities.

 

Gambier's shareholders have a reasonable expectation that its directors will conduct the corporate governance of Gambier in a fair and transparent manner. By wrongfully dismissing our concerns, the incumbent directors have put their own self-interests ahead of Gambier's. Further, by not acknowledging the nominating shareholder notice, the incumbent directors have attempted to undermine shareholder democracy.

An ethical and experienced board which will act in the best interests of shareholders

With the following five shareholder nominees, we hope to usher in renewal and change for the better. The shareholder nominees possess a collection of diverse experience with the relevant skills to place Gambier on a path to succeed. Importantly, the shareholder nominees have demonstrated a commitment to focusing on the best interests of shareholders across multiple organizations. They also have the shareholder mindset necessary to ensure that shareholder value is maximized.

Highlights of the highly skilled and experienced shareholder nominees:

 

• Mr. Rodriguez: Mr. Rodriguez is currently head of corporate development with Warrior Gold Inc. with over 14 years of capital market and financial service experience. Previously, he was an investment adviser with a focus on the junior mining sector and managed a retail branch bank for a top-tier Canadian bank.
• Sven Gollan: Mr. Gollan is currently a director of Sego Resources Inc., Alianza Minerals and Teako Gold Corp. He spent 16 years as an investment/private banker in Germany and Austria, and was active in the education and training of securities advisers and investment bankers. He recently also works with FruchtExpress Grabher GmbH & Co.
• Owen Garfield: Mr. Garfield is a chartered mineral surveyor based in the United Kingdom who worked for the Valuation Office Agency as a specialist mineral valuer for over 10 years. Mr. Garfield is currently the managing director and owner of a successful surveying company in the United Kingdom, advising multinational clients on major infrastructure projects.
• Rafael Vaudrin: Mr. Vaudrin is a professional geologist and former director of Gambier. He is a senior project geologist and has great expertise in field planning, data analysis and drilling initiatives. Mr. Vaudrin will also provide the historical knowledge of the corporation.
• Sebastien Ah Fat: Mr. Ah Fat is a professional geologist with over a decade of experience in the mining and energy sectors. He is the vice-president of exploration at Pacific Bay Minerals Ltd., a precious-metal-focused mining company and the co-founder and vice-president of exploration at Glacier Resources Corp., a lithium exploration company.

 

Detailed backgrounds for each shareholder nominee can be found in the concerned shareholder's proxy circular.

The shareholder nominees represent:

 

• A slate of directors with diverse and relevant skills and experience, who have a history of value creation and a commitment to focusing on the best interests of shareholders across multiple organizations;
• A highly experienced slate of directors who is focused on good governance, transparency and providing management with expert oversight;
• A group that has a strong alignment with Gambier's shareholders; the shareholder nominees, along with FruchtExpress Grabher GmbH & Co., hold a significant number of shares of the corporation (collectively holding approximately 19.834 per cent of the issued and outstanding common shares), meaning our interests are aligned with yours (incumbent directors hold just approximately 3.79 per cent of the issued and outstanding common shares of the corporation).

 

The path forward

Many of you have noted that Gambier has some of the best and largest landholdings and cover the northwestern part of the Abitibi greenstone belt within the Superior province in Ontario. You have also lamented the fact that Gambier's share price should be higher, and we have shared your concerns and frustrations.

Key highlights

To this end, the shareholder nominees expect to take the following steps:

 

• Maintain the highest standards of accountability and transparency through regular communication with shareholders;
• Continue to build the team by bringing in more experts in the field including: Mr. Brown, Mr. Cameron and Mr. Kreft; details of their experience are set out on pages 14 and 15 of the concerned shareholder proxy circular;
• Raise adequate financing to further proceed with the exploration and development of assets, mainly the Detour West and Hemlo properties, including whatever actions the strategic review determines for the Detour West and Hemlo properties;
• Carry out an internal audit on both the finances and the assets of the corporation;
• We are also reviewing a number of joint venture opportunities for the non-core projects. Additionally, we are reviewing with our technical team to prioritize and advance the main assets this coming field season. We hope to have the opportunity to continue with these positive initiatives.

 

Even after all the conflicts mentioned above, we still believe that we can take this opportunity to make Gambier all it can be. We are truly humbled to have such highly skilled and respected individuals in the industry join us on the proposed new board slate and countless shareholders who support us in this effort to help take back your corporation.

Please allow us the opportunity along with a committed and experienced board to rebuild the Gambier team that respects and acts in the best interests of its shareholders.

Vote your shares today

You may soon read many false attacks levelled against us to deflect from the real issues that remain at the board level. I hope that as you read this letter and the concerned shareholder proxy circular, you will be able to see beyond these attacks and recognize the truth that we have continued and will continue to work for you.

We have had the pleasure of speaking with many of you. Your support has been greatly appreciated, especially during these challenging times, and we welcome you to continue to reach us if you have any questions or concerns. We would be pleased to hear from you and may be contacted by phone or e-mail. Vote only the green voting form for a positive future that keeps you and your corporation in mind. You deserve better and no longer should you come last. Vote for the committed shareholder nominees and ensure that your investment is protected.

Sincerely yours,

FruchtExpress Grabher GmbH & Co.,

Per: Felix Grabher,

The future of Gambier,

Per: Daniel Rodriguez,

Proposed chief executive officer

If you have any questions or require any assistance in executing your green proxy or voting instruction form, please contact Mr. Rodriguez at telephone: [phone] or by e-mail: [e-mail].

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