Asante Gold Corporation has disclosed that it has formed an executive committee of the Board (the “Executive Committee”) and engaged advisors to protect the interests of all shareholders against a group of dissident shareholders (the “Dissidents”).
The Executive Committee believes that the Dissidents are promoting their own interests, and that some may have obtained confidential information about Asante that is not available to all shareholders. Shareholders are cautioned to take no steps in relation to matters which may be raised by the Dissidents.
The formation of the Executive Committee follows an unsuccessful stealth proxy solicitation campaign (the “Stealth Campaign”) in advance of the Annual General Meeting of shareholders (the “Meeting“) held on December 21, 2022. The Stealth Campaign appears to be part of an attempt by the Dissidents to take control of the Company without paying fair value to other shareholders.
Members of the Executive Committee
The Executive Committee consists of five of Asante’s nine directors. All but one of the members of the Executive Committee were targeted for removal from the Board in the Stealth Campaign. The mandate of the Executive Committee includes overseeing the general business of the Company as well as investigating matters related to the Meeting and the Stealth Campaign.
The Executive Committee members are:
- Alex Heath (Chair), Asante’s lead independent director;
- Carsten Korch and Roger Norwich, both independent directors; and
- Douglas MacQuarrie (Chairman of the Board and former CEO) and Nadia Abdul Aziz, both non-independent directors.
The members of the Executive Committee are concerned that two directors who are not members of the Executive Committee are assisting the Dissident group and that their interests might not be aligned with of the interests of Asante and its shareholders.
The two directors, along with all of the other directors of Asante, approved the Company’s management information circular dated November 25, 2022 (the “Circular”). Even so, shares for which the two directors served as Board representatives were appointed to be voted by legal counsel at the Meeting. These shares were voted against the re-election of most of Asante’s Directors and against the Company’s proposed Amended and Restated Equity Incentive Plan.
The votes of those shares, combined with attempts to limit the number of directors to three, made it clear to the Executive Committee that the two directors participated in the Dissidents’ Stealth Campaign to take control of the Company without paying fair market value.
The Company was not made aware that the Dissidents would be attending the meeting and voting in person until after the proxy cut-off time on Monday December 19, 2022, only 48 hours before the Meeting was held. Ninety-seven (97) other shareholders were represented at the meeting by proxy and voted overwhelmingly in favour of all matters, resulting in a majority approval of all motions put forward at the meeting (see News Release dated December 23, 2022).
Advisors
The Company has engaged Bennett Jones LLP as legal counsel, Laurel Hill Advisory Group Company as proxy solicitor, Longview Communications & Public Affairs Inc. as strategic communications advisor and Clarus Securities Inc. as capital markets advisor to assist with any further actions taken by the Dissidents and the ongoing investigation.
The Company has filed a report of voting results on all resolutions voted on at the Meeting under the Company’s issuer profile on SEDAR at www.sedar.com.
