VANCOUVER, BRITISH COLUMBIA–(Marketwired – Jan. 11, 2018) – A group of concerned shareholders of Gem International Resources Inc. (“GEM”) led by Mosman Oil & Gas Limited (“Mosman or the “concerned shareholder“), announce that on October 13, 2017 the concerned shareholder formally requisitioned a meeting of the shareholders of GEM, which meeting has been scheduled for February 9, 2018 (the “Meeting“). The concerned shareholder owns approximately 9.6 million shares of Gem or approximately 17% of the issued and outstanding shares. Other shareholders of GEM owning or exercising direction and control over an additional approximately 21 million shares or 36% of the issued and outstanding shares have expressed similar concerns with management and have indicated support for the efforts of the concerned shareholder. According to publicly filed information, the current management of GEM only own in the aggregate just over 1 million shares or approximately 1.7% of the issued and outstanding shares of GEM.
The purpose of the requisitioned meeting is to remove from office all of the current directors of GEM and to replace them with three highly qualified nominees: Mr. John W. Barr, Mr. Michael Ballanger and Mr. Campbell Smyth (the “Nominees“). The concerned shareholder believes that the current board of directors and management of GEM have consistently failed to act in the best interests of the company and its shareholders. Now is the time for the company to have the management that is aligned with shareholders to ensure the preservation of value for its shareholders.
The concerned shareholder has attempted on numerous occasions to engage with the board of directors of Gem to discuss the resolution of its concerns. For example, the concerned shareholders send a letter to the board of directors of GEM on September 27, 2017 outlining various concerns regarding the management of GEM. The letter provided as follows:
“Current management has demonstrated a complete inability to execute on Gem’s arrangements in respect to the Dala project in Angola, what was the main and only prospective asset of the company. Moreover, and even more concerning, it the complete failure to keep shareholders and the market informed of material information regarding developments in the Dala Project transaction and the associated financing. It is apparent that the current management of GEM failed to raise and make the US$2.7 million payment required to be made by May 31, 2017, although there was no announcement of this material breach of the terms of the agreement. No meaningful information regarding the status of the agreement, progress on the funding required by May 31, 2017 or status of TSXV approval of the transaction was disclosed to shareholders or the public between the announcement of the amended terms of the transaction on January 24, 2017 until the announcement on July 13, 2017 that the transaction agreement had been terminated. Given the terms of the transaction, there was clearly material information in the interim period that was required to be publicly disclosed. The company repeatedly disclosed that it was close to obtaining the financing required to complete the Dala Project transaction but failed to make any disclosure when it became apparent that the financing was not forthcoming or at least that the ability of obtaining the financing was in question.
After GEM lost the Dala project opportunity it has failed to provide any information to shareholders regarding the business plan of the company going forward. In addition to being required by applicable corporate and securities laws and the rules of the TSXV Venture Exchange, Shareholders of a publicly traded company such as GEM, have expectations when it comes to management, disclosure of material information and proper investor communication generally. Simply put, they expect to know how the companies they invest in are being managed. Indeed the Company’s website is totally outdated and no shareholder communications have recently occurred.
Management has completely failed in its responsibilities to GEM, its stakeholders and to the public markets in Canada. Management has made repeated promises, including repeated unfounded, unrealistic or patently false representations about obtaining funding, that never materialized and that were not updated in a timely manner, if at all.
Mosman believes that the action or inaction of management clearly demonstrates that the situation must change immediately. Mosman has endeavored several times to communicate with the board of directors of GEM but has failed to receive any response.
We request that management abide by its responsibility to act in the interests of the GEM and its shareholders and contact to the undersigned to discuss the changes to management required to move the company forward.
Until there is resolution regarding the management of the company, the board of directors of GEM should desist from any actions that would dilute existing shareholders and entrench current management.”
Notwithstanding the letter of September 27, 2017 and prior and subsequent attempts to discuss its concerns with GEM, management of GEM has failed to engage is any constructive manner and has continued to be evasive. This behavior, together with the announcements by GEM regarding a proposed share consolidation and highly dilutive private placement, clearly demonstrate that it is the intention of management to entrench themselves against the wishes of a majority of the shareholders of GEM.
ADDITIONAL INFORMATION AND DISCLAIMERS
The head office and registered address of GEM International is 3467 Commercial Street Vancouver, B.C. V5N 4E8. The information contained in this news release does not and is not meant to constitute a solicitation of a proxy within the meaning of applicable corporate or securities laws or otherwise.
GEM shareholders are not being asked to execute a proxy in favour of the Nominees, although Mosman may file a dissident information circular (a “Dissident Circular“) in due course in connection with the Meeting and in compliance with applicable securities laws.
Notwithstanding the foregoing, Mosman is voluntarily providing the disclosure required under section 9.2(4) of National Instrument 51-102 – Continuous Disclosure Obligations in accordance with securities laws applicable to public broadcast solicitations.
This news release and any solicitation made by Mosman in advance of the Meeting is, or will be, as applicable, made by Mosman, and not by or on behalf of the management of GEM. All costs incurred for any solicitation will be borne by Mosman.
Mosman is not soliciting proxies in connection with a meeting of GEM shareholders at this time and shareholders are not being asked at this time to execute proxies in favour of the Nominees. Any proxies solicited by Mosman will be solicited pursuant to a Dissident Circular sent to shareholders of GEM, after which solicitations may be made by or on behalf of Mosman by mail, telephone, fax, email or other electronic means, and in person by directors, officers and employees of Rea Holdings or its proxy advisor or by the Nominees, or otherwise solicited in accordance with applicable securities laws.
Any proxies solicited by Mosman in connection with the Meeting may be revoked by instrument in writing by the shareholder giving the proxy or by its duly authorized officer or attorney, or in any other manner permitted by law.
The table below sets out, in respect of each Nominee, his or her name, province, and country of residence, his or her principal occupation, business or employment within the five preceding years, and the number of GEM common shares beneficially owned, or controlled or directed, directly or indirectly, by such Nominee. None of the Nominees is currently serving as a director of GEM.
|Name, Province or State and Country of Residence||Present Principal Occupation, and Business or Employment Over the Past Five Years||Number of Common Shares Beneficially Owned or Controlled or Directed (Indirectly or Directly)|
|John W. Barr
Western Australia, Australia
|Chartered Accountant, also Executive Chairman of Mosman Oil and Gas Limited since April 2013.||Nil(1)|
|Michael John Ballanger
|Director of Bonaventure Explorations Limited and Bonaventure Capital Corp. since October 2014; Wealth Manager at Richardson GMP Limited from October 2012 to September 2014; Financial Advisor at Union Securities April 2004 to Oct 2012.||Nil(2)|
|John Campbell Smyth
Western Australia, Australia
|Director of Clariden Capital Ltd. since 2007; Advisor to the Phoenix Gold Fund from 2007 to 2014.||1,035,000 (3)|
- Mr. Barr is the Executive Chairman of Mosman Oil and Gas Ltd., which owns 9.6 million common shares of the Company.
- Bonaventure Explorations Limited, a company partly-owned by Mr. Ballanger, owns 1,000,000 options to acquire common shares of the Company.
- These shares are held by Clariden Capital Ltd., a company controlled by Mr. Smyth.
To the knowledge of Mosman, at the date hereof, none of the Nominees is or has been, within 10 years before the date hereof, a director, chief executive officer or chief financial officer of any company that: (i) was subject to a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, in any case that was in effect for more than 30 consecutive days (an “order”) that was issued while the Nominee was acting in the capacity as director, chief executive officer or chief financial officer; or (ii) was subject to an order that was issued after the Nominee ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.
To the knowledge of Mosman, at the date hereof, none of the Nominees is, or has been within the 10 years before the date hereof, (i) a director or executive officer of any company that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (ii) has become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the nominee.
To the knowledge of Mosman, at the date hereof, none of the Nominees has been subject to (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or (b) any other penalties or sanctions imposed by a court or regulatory authority that would likely be considered important to a reasonable security holder in deciding whether to vote for Nominee.
Certain of the Nominees are presently on the boards of other public companies as follows:
|John W. Barr||Mosman Oil & Gas Ltd. (AIM)|
|Michael John Ballanger||n/a|
|John Campbell Smyth||n/a|
None of Mosman or, to its knowledge, any of its associates or affiliates, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at an upcoming meeting of GEM shareholders, other than the removal and election of directors.
Certain information included in, or incorporated by reference into, this news release contains forward- looking statements or forward-looking information within the meaning of applicable securities laws, including, without limitation, in respect of Mosmans’ and GEM’s respective priorities, plans and strategies for GEM and GEM’s anticipated financial and operating performance and prospects and statements relating to the ability of Mosman to effect change to the board of directors of GEM. All statements and information, other than statements of historical fact, included in or incorporated by reference into this news release are forward-looking statements and forward-looking information, including, without limitation, statements regarding activities, events or developments that Mosman expects or anticipates may occur in the future. Such forward-looking statements and information can be identified by the use of forward-looking words such as “will”, “expect”, “intend”, “plan”, “estimate”, “anticipate”, “believe” or “continue” or similar words and expressions or the negative thereof. There can be no assurance that the plans, intentions or expectations upon which such forward-looking statements and information are based will occur or, even if they do occur, will result in the performance, events or results expected. Forward-looking statements contained in this news release are subject to certain risks and uncertainties. Actual results may differ from those in the forward-looking statements should one or more of these risks or uncertainties materialize. Such risks include, but are not limited to, lack of cooperation from the current board and management of GEM regarding the conduct of a shareholders meeting and any potential actions that may be taken by the current board and management of GEM that could thwart any efforts to bring change to the board of GEM. All such factors should be considered carefully when making decisions with respect to GEM, and undue reliance should not be placed on Mosmans’ forward-looking statements. The forward-looking statements and information included in this news release are made as of the date of the news release and Mosman undertakes no obligation to publicly update such forward-looking statements or information to reflect new information, subsequent events or otherwise, except as required by applicable laws. GEM shareholders are cautioned that all forward-looking statements and information involve risks and uncertainties, including those risks and uncertainties detailed in GEM’s continuous disclosure and other filings with applicable Canadian securities regulatory authorities, copies of which are available on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com. The forward-looking statements and information contained in this news release are expressly qualified in their entirety by this cautionary statement.
John W. Barr, Executive Chairman