Arcan Resources Ltd ARNBF

Proxy Statement

[seriousinvest]

I just got  the proxy statement.  I am amazed that it is longer than "War & Peace" although not as interesting a read.  Notwithstanding its length, unless I missed it there is no information about the compensation arrangements for the 3 officers that will be running the spinoff(Miura).That seems to be an incredible oversight(although I am confident it was intentional).  This whole transaction is poorly structured so that these 3 continue to be employed  (no doubt at  excessive salaries that even they were embarrassed to publicize).  Why in the world would the acquirer not purchase the entire company but leave a  12.5% non working interest( approximately 450 bpd) as a survivng entity.  If the consideration had been increased by 12.5% there would have been sufficient funds to pay off the debenture holders.  Interestingly, their  current compensation arrangements are also not included in this document. I am sure the omission was also intentional since  that would have given us some idea of how large a percentage of the net income of Miura will be going to them and not to the shareholders. (A fact that I am confident they did not want to share with us because it will demonstrate that they are the only real beneficiaries of this spinoff). I for one have voted no and I hope that others also do the same . 

After this proposal is defeated then maybe an arrangement more suitable to Arcan and less in the interests of the executive officers will be adopted.  What a shame.  Poor managment caused this company to fail and they certainly should not be rewarded for it. Finally I should note that they certainly have no skin in the game.  The directors & officers in the aggregate own a mere 3.12% of the Common (the chief operating officer owned a tiny 8,000 shares).43 of 1% of the 2016 Debentures and .13 of 1% of the 2018 Debentures.  I guess that's why they didn't care about the Debentureholders being screwed since it didn't affect them.

This is a poster child example of how not to run a public company.  I can't imagine that anyone would want to be a shareholder of the new venture considering how poor they ran Arcan.

[BWJohn]

Is there a breakdown of how many shares the directors own - like Dales and Penner?

[seriousinvest]

Yes on page 81-Dales 468K & Penner 1270K