CBLT Requisitions Shareholder Meeting for Investee Ready Set Gold Corp.
June 14, 2021 (Source) — CBLT Inc. (TSXV: CBLT) (“CBLT”) announces it has delivered a requisition letter (the Req Letter”) to the board of Ready Set Gold Corp. (“RDY”). In the Req Letter, CBLT requests the board call a meeting of the common shareholders of RDY for the purpose of removing all current directors and electing a fresh team who will actually carry out their fiduciary duties as directors (the “New Slate”).
A copy of the Req Letter is below. It identifies the members of the New Slate with a short bio for each.
CBLT informed RDY last week that the Req Letter would be delivered today, with the hope RDY’s board would use the Req Letter as an opportunity to address the board’s dysfunctionality and terminate its under-skilled CEO. In response, Mr. John Veltheer and Mr. Jason Jessup resigned as directors of RDY. The timing of their resignations is undoubtedly connected to the delivery of the Req Letter. The RDY board now has no person with any technical mining qualifications, which in CBLT’s opinion is bizarre for a mining exploration company.
In CBLT’s opinion, the board’s dysfunctionality continues to the detriment of the RDY shareholders. To the best of CBLT’s knowledge it is the largest holder of RDY shares, meaning this ongoing morass at the RDY board level hurts CBLT the most. RDY needs a new board that actually respects the shareholders.
Should the RDY fail its mandatory statutory obligations to call a shareholder meeting, CBLT intends to call a meeting of the shareholders to remove all current directors and elect the New Slate.
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CBLT’s operations could be significantly adversely affected by the effects of a widespread global outbreak of a contagious disease, including the recent outbreak of illness caused by COVID-19. It is not possible to accurately predict the impact COVID-19 will have on operations and the ability of others to meet their obligations, including uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, and the length of travel and quarantine restrictions imposed by governments of affected countries. In addition, a significant outbreak of contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could further affect operations and the ability to finance its operations.
200 – 3310 South Service Road
June 14, 2021
The Board of Directors
Ready Set Gold Corp.
1166 Alberni Street
Vancouver, BC V6E 3Z3
RE: Requisition of Shareholder Meeting for Ready Set Gold Corp. (the “Corporation”)
You know the undersigned (the “Concerned Shareholder”) holds in the aggregate at least 1/20 of the issued shares of the Corporation that carry the right to vote at general meetings. Pursuant to section 167 of the Business Corporations Act ([SBC 2002] Chapter 57) the Concerned Shareholder requisitions the Board to immediately call and hold a shareholder meeting.
The board of directors is an ongoing soap opera, with the drama centred on the non-termination of Mr. Scovenna. His decision not to consult with Pays Plat First Nation and thereby breach Pays Plat’s constitutional rights is the latest offence justifying termination on its own. Wisely, Mr. Veltheer and Mr. Jessup have seen the inevitable and have spoken with their feet.
This dysfunctionality must end. We therefore request the Board call a meeting of the shareholders:
- to fix the number of directors at 6;
- to remove each of Christian Scovenna, Darren Collins, Peter Simeon and Alex McCauley as a director of the Corporation;
- should any person other than the persons set out above be on the Board on the shareholder meeting date, to remove such person or persons;
- to elect J. Birks Bovaird, Brian Crawford, Peter M. Clausi, Eric Klein, Stephen Burega, and Francine Long as directors of the Corporation (the “New Slate“); and
- to transact such other business as may properly come before the Meeting or any adjournment thereof.
The biography of each nominee of the New Slate is below.
J. Birks Bovaird, 73
Mr. Bovaird is a director and the Chair of the Board of Energy Fuels Inc., a uranium, vanadium and rare earths mining, development and production company ($1.2B market cap). He is also Chair of Buccaneer Gold Corp., Chair of GTA Financecorp. and sits on the Board of Stone Gold. He is an independent director and chair of the compensation committee of Noble Mineral Resources. He is a graduate of the Directors Education Program at the Rotman School of Business and holds the ICD.D designation.
Brian Crawford, 74
Mr. Crawford, CPA, CA holds a B. Com. from the University of Toronto and has extensive experience as a senior financial executive with public and private companies and as a partner in a national firm of chartered professional accountants. Mr. Crawford co-founded several companies currently listed on the TSXV or the CSE. He currently serves as a Director, Corporate Secretary, and/or CFO of several TSX Venture Exchange or Canadian Securities Exchange listed companies including Colibri Resource Corporation, Searchlight Resources Inc., CBLT Inc., Portofino Resources Inc., and Tempus Capital Inc.
Peter M. Clausi, 57
Mr. Clausi is an Ontario lawyer and the CEO and a director of CBLT Inc. and GTA Financecorp Inc. He is also an independent director at Buccaneer Gold Corp., Camrova Resources Ltd. and Alpha Peak Capital Inc. He has taught at several post-secondary institutions and is a frequent public speaker. He is a compliance and governance leader, with considerable experience in holding dysfunctional boards accountable. Mr. Clausi has been primarily responsible for the raising and structuring of capital for numerous reporting issues.
Stephen Burega, 47
In his many leadership roles, Mr. Burega has led the development of market awareness and sales campaigns for reporting issuers. He has been part of teams raising capital across natural resources assets while developing innovative investment solutions to promote ESG criteria. Most recently, Mr. Burega was the Chief Executive Officer for Angkor Resources (ANK.V), a Canadian natural resource company focused on the exploration of base/precious metals in Cambodia.
Mr. Burega has well-established professional networks in Southeast Asia, Africa, the Middle East and South and North America. In addition, Mr. Burega has provided strategic advice and counsel to C-suite executives on public, media and government relations and issues management over the past 20 years.
Francine Long, 35
Ms. Long, P.Geo. is a Qualified Person as term is used in NI43-101. She is a mining professional with technical experience in building economic resources and has been a part of the technical team on over 125 projects. Projects include modelling resources in both active underground and open pit production environments, and across continents and deposit types (Au, Ag, Cu, Ni, Zn, REE, iron ore, battery minerals).
Ms. Long has worked across Canada, North & South Americas, and Africa. She has also been part of the teams at NIOCORP, Cordoba, Mega Monument Bay, Larder Lake, Alexo-Dundonald, & Moneta Porcupine Mines. She has experience in the geological setting where the Northshore Gold Deposit is located.
Eric R. Klein, 61
Eric Klein is President of Klein Advisory Services Inc., a firm that focuses on business strategy, mergers, acquisitions, divestitures and financings for mid-sized Canadian corporations. Recently, Mr. Klein was a senior executive with a Canadian public financial institution. Prior to that he was the founder and Managing Director of the Corporate Finance, Valuations & Transaction practice of Farber Financial Group. Mr. Klein is a graduate of McGill University with a B.Comm and a graduate Diploma in Public Accounting and holds designations as a Chartered Public Accountant, Chartered Business Valuator and Institute of Corporate Directors. Currently he is a Director and Audit Committee Chair of INV Metals Inc. and a Director of Ramm Pharma Corp.
Finally, we note Messrs. Clausi, Crawford and Bovaird each held senior executive positions with GTA Resources when it discovered the Northshore Gold Deposit. Each nominee is financially literate except for Ms. Long.
If the Board fails to comply with its mandatory statutory obligations, we will call and hold the shareholder meeting and the Corporation will be liable to reimburse our expenses.
/s/ Peter Clausi /pc
cc: Sean Kingsley, Investor Relations
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