HOUSTON, TEXAS--(Marketwired - Feb. 27, 2017) - Patrick McGrath, in his capacity as a shareholder of Savant Explorations Ltd. (TSX VENTURE:SVT) ("Savant" or the "Company") announces on February 24, 2017, he delivered a requisition (the "Requisition") pursuant to Section 167 of the Business Corporations Act (British Columbia) (the "Act") to the Company requiring the Company to call and hold a meeting of its shareholders (the "Meeting").
The Requisition requires the Company to call and hold the Meeting for the purpose of asking the shareholders to: (a) consider a special resolution to remove the current four members of the board of directors (the "Board") of the Company; and (b) vote on the election of Lutz Klingmann, Patrick McGrath, John (Jack) McClintock and Doug Urch (collectively, the "Concerned Shareholder Nominees") as directors of the Company. Pursuant to the Act, the Company must call and hold the Meeting no later than June 23, 2017.
Reasons for Requisition
The Concerned Shareholder Nominees are seeking the removal of all of the current members of the Board, being John Anderson, David Douglas, Reginald Advocaat and Rob Geisthardt. In their place, the Concerned Shareholder Nominees are seeking election as directors to sit on the Board for the remaining terms of the departing directors or until their successors are elected or appointed.
The Concerned Shareholder Nominees believe the Board has failed in its fundamental duty to act in the best interest of shareholders of the Company and have failed to adopt a coherent strategy for value creation. Despite a 60% increase in Zinc prices in 2016 and a significant rebound in stock prices of many Zinc focused senior and junior peer group companies, Savant's stock price has languished under the Board.
In addition the Board has represented that they are looking to introduce one or more ill-advised dilutive property acquisitions that the Concerned Shareholder Nominees believe will destroy value for current Savant shareholders. The Concerned Shareholder Nominees are major shareholders of Savant owning approximately 22.6% of Savant and are committed to value creation by focusing on and advancing Savant's existing Blue Moon zinc project which also has important values of copper, gold and silver.
The Concerned Shareholder Nominees' concerns are summarized as follows:
Lack of Alignment of Board and Company Interests
The Concerned Shareholder Nominees believe there is a misalignment of Board and Company interests. Simply put, the Board has little or no vested interest in the Company as evidenced by their share positions below:
Ownership of Current Savant Directors:
Contrast the numbers above with the share ownership of the Concerned Shareholder Nominees:
Ownership of Concerned Shareholder Nominees:
Only one member of the Board holds common shares of Savant (representing only 4.2% of the common shares of Savant). This misalignment is evidenced by the failure of the Board to create value for shareholders during a recent period of increased Zinc prices and despite increasing stock prices of many of Savant's peer group companies.
Savant recently completed a $105,000 financing at $0.015 per share with a half warrant which represented just below 10% of the then Savant issued common shares or over 10% on a diluted basis. It is presumed that Savant would have applied for a "hardship exemption" with the TSX Venture Exchange to allow the shares to be issued at a per share price below the minimum $0.05 per common share. No officers or directors of Savant participated in the financing. Mr. McGrath asked to participate in the financing but was denied.
Lack of Leadership and Technical Expertise
The Concerned Shareholder Nominees believe no member of the Board or management of the Company has the necessary leadership skills or technical expertise relevant to Savant's business and industry. Without such expertise Savant cannot advance its Blue Moon project and it is unclear how the Board and management are evaluating the technical merits of new mineral property acquisitions. The Board is believed to be considering proposals to acquire properties that the Concerned Shareholder Nominees believe will be detrimental to the Company's business and focus and will be excessively dilutive to the current shareholders.
Under the policies of the TSX Venture Exchange, Savant directors and officers are required to have adequate experience and technical expertise relevant to Savant's business and industry. Savant currently does not have a director or officer who would qualify as a "Qualified Person" under National Instrument 43-101. Savant cannot make certain technical public disclosures without the disclosure being reviewed by Qualified Person yet continues to do so. More importantly, without an adequately qualified technical person, Savant cannot advance the Blue Moon project and it is unclear how Savant is supposedly evaluating new mineral property acquisitions without appropriate technical oversight.
Compare this with Lutz Klingmann, one of the Concerned Shareholder Nominees, who is a Professional Engineer and was the President of Golden Queen Mining Co. Ltd. (TSX VENTURE:GQM) for over a decade where he re-engineered, permitted, arranged the financing of, and built the gold and silver heap leach Soledad Mountain Project in southern California. The project announced that it was in commercial production in December 2016.
Lack of Corporate Governance
The Concerned Shareholder Nominees believe that insufficient oversight of the Company is being exercised by the Board and management. This has resulted in the following corporate governance issues: the Company's failure to engage a "Qualified Person" for the purposes of securities laws (as detailed above); errors and omissions in the Company's continuous disclosure filings and website disclosure including the failure to file insider reports on SEDI and inaccuracies in various public SEDAR filings; and the appointment of Mr. Anderson to the Board in October 2016 despite Mr. Anderson having acted as the Chairman of Banks Island Gold Ltd. ("Banks Island") which had serious environmental infractions and ultimately culminated in Banks Island making an assignment pursuant to the Bankruptcy and Insolvency Act on January 8, 2016. The former Banks Island Chief Executive Officer and Chief Geologist have since been charged with 18 alleged violations of the Environmental Management Act (British Columbia).
Information About the Concerned Shareholder Nominees
The Concerned Shareholder Nominees collectively possess the relevant skills, technical expertise and operational experience to provide strategic oversight and direction to Savant and to advance the Company's Blue Moon zinc project. Each Concerned Shareholder Nominee is a shareholder of Savant, committed to creating value for the Company. As set out above, the Concerned Shareholder Nominees collectively own approximately 22.6% of the common shares of Savant. Below are the biographies of the Concerned Shareholder Nominees, each of whom has consented to act as a director of the Company and is qualified to do so under the Act. If elected, each of the Concerned Shareholder Nominees will serve on the Company's Audit Committee and Compensation Committee.
Resident of Gibsons, British Columbia
Mr. Klingmann is a Professional Engineer and was a Director and/or President of Golden Queen Mining Co. Ltd. ("Golden Queen") (TSX:GQM) from March 2001 to August 2015. During Mr. Klingmann's tenure at Golden Queen, he developed the gold and silver heap leach project known as the Soledad Mountain Project in southern California. Mr. Klingmann secured all major approvals and permits and numerous minor permits for the Soledad Mountain Project and construction of the mine started in January 2013. In 2014, Mr. Klingmann was involved in securing project financing of US$100 million for the project and Golden Queen declared commercial production on the property in December 2016.
Resident of DeWinton, Alberta
Mr. Urch joined Bankers Petroleum Ltd. in February 2008 and is currently Executive Vice President, Finance and Chief Financial Officer. During the last reported quarter, Bankers' average production was almost 16,000 barrels of oil a day. Bankers was acquired in 2016 for total consideration of approximately $575 million. From September 2000 until January 2008, Mr. Urch was the Vice President, Finance and Chief Financial Officer of Rally Energy Corp. which was acquired for total consideration of approximately $898 million in 2007. Mr. Urch is a CPA, CMA and a member of the Institute of Corporate Directors (ICD.D). Mr. Urch graduated from the University of Calgary with a Commerce degree.
Resident of Vancouver, British Columbia
Mr. McClintock is a Professional Engineer and has acted as the President and Chief Executive Officer of Northisle Copper and Gold Inc. (TSXV: NCX) since October 2011. Mr. McClintock was the Chief Executive Officer and President of Savant from June 2007 through October 2015 and was a director from March 2007 to October 2015. Mr. McClintock was also an Exploration Manager with BHP Billiton prior to 2006. He has a successful track record of leading and participating in a number of mineral discoveries and acquisitions, including but not limited to, Rio Algom's discovery of the Spence porphyry copper deposit in Chile for which he was awarded the "Prospector of the Year" award by the Prospectors and Developers Association of Canada in 1998, and the acquisition of the Antamina deposit in Peru.
Resident of Houston, Texas
Mr. McGrath is a CPA, CGA and has been the Chief Financial Officer of Cub Energy Inc. (TSX VENTURE:CUB), an international oil and gas producer with last reported production of approximately 1,200 barrels of oil equivalence a day, since July 2013 to present. Mr. McGrath also acted as the Chief Financial Officer of Anatolia Energy Corp. ("Anatolia Energy") from March 2011 to June 2013. Anatolia Energy was focused on shale oil development in Turkey and was acquired by Cub Energy in 2013. Mr. McGrath is also a founder and was previously Vice President of Adriana Resources Inc. (now Sprott Resources Holdings Inc.), a development company focused on iron ore.
As disclosed above, Mr. McGrath currently holds 13,172,000 common shares, representing 16.9% of the Company's outstanding shares. As disclosed in Mr. McGrath's news release dated February 22, 2017, Mr. McGrath, together with the other Concerned Shareholder Nominees, hold in aggregate 17,589,500 common shares, representing approximately 22.6% of the total outstanding common shares.
Information Relating to Public Broadcast Solicitations
The information contained in this press release does not and is not meant to constitute a solicitation of a proxy within the meaning of applicable securities laws. Although Mr. McGrath has delivered the Requisition, there is currently no record or meeting date set for the Meeting and shareholders are not being asked at this time to execute a proxy in favour of the Concerned Shareholder Nominees or any other resolution set forth in the Requisition.
Notwithstanding the foregoing, the information contained in this press release has been prepared in accordance with Canadian securities laws applicable to public broadcast solicitations. To the extent required by applicable law, the Concerned Shareholder Nominees are relying on the exemption under section 9.2(4) of National Instrument 51-102 - Continuous Disclosure Obligations of the Canadian Securities Administrators to make this public broadcast. The statements made in this press release are not made by or on behalf of Savant or its management and, except as otherwise stated herein, are made by Mr. McGrath. The Concerned Shareholder Nominees have retained McCullough O'Connor Irwin LLP of Vancouver, British Columbia as their legal advisors.
The Concerned Shareholder Nominees will bear all costs and expenses associated with any solicitation of proxies, including in connection with the Meeting however the Concerned Shareholder Nominees intend to seek reimbursement from the Company for expenses reasonably incurred in connection with the requisitioning, calling and holding of the Meeting.
Any proxies solicited, including in connection with the Meeting, may be solicited by or on behalf of the Concerned Shareholder Nominees as a group, including by professional proxy solicitors which may be retained by the Concerned Shareholder Nominees from time to time, and such proxies may be solicited by public broadcast, including through press releases, speeches or publications, as well as by mail, telephone, e-mail or other electronic means or in person or by any manner permitted by law. Any such proxies solicited may be revoked by instrument in writing executed by a shareholder or by his attorney authorized in writing or, if the shareholder is a body corporate, by an officer or attorney thereof duly authorized or by any other manner permitted by law.
Information relating to the number of Savant common shares beneficially owned, controlled or directed (directly or indirectly) by the Concerned Shareholder Nominees, as well as information relating to the present principal occupation, business or employment of each Concerned Shareholder Nominee has been provided by each Concerned Shareholder Nominee.
Other than set out below, no Concerned Shareholder Nominee is, at the date hereof, or has been, within 10 years before the date hereof: (a) a director, chief executive officer or chief financial officer of any company (including Savant) that: (i) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, in each case that was issued while the Concerned Shareholder Nominee was acting in the capacity as director, chief executive officer or chief financial officer; or (ii) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, in each case that was issued after the Concerned Shareholder 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; (b) a director or executive officer of any company (including Savant) that, while such Concerned Shareholder Nominee was acting in that capacity, or within a year of such Concerned Shareholder Nominee ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or became 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 (c) became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or became subject to or instituted any proceedings, arrangements or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such Concerned Shareholder Nominee.
Douglas Urch was a director of Underground ENERGY Corporation ("Underground Canada"). On July 4, 2013, the British Columbia Securities Commission issued a cease trade order on all of the securities of Underground Canada. As a result of the cease trade order, the TSXV suspended trading of Underground Canada's shares effective as of the same date. The cease trade order and suspension in share trading were the result of Underground Canada's failure to file financial statements and management's discussion and analysis for both the year ended December 31, 2012, and the three months ended March 31, 2013, prior to the required deadlines. The cease trade order and trading suspension remain in effect.
Douglas Urch was a director of Underground Energy, Inc. ("Underground USA"), a wholly-owned US subsidiary of Underground Canada. Underground USA voluntarily filed for Chapter 11 creditor protection in US Federal Court on March 4, 2013. The case was filed in the United States Bankruptcy Court for the Central District of California - Northern Division, Santa Barbara. On January 5, 2015, Underground USA successfully emerged from the protection of Chapter 11 of the U.S. Bankruptcy Code and restructured without having to declare bankruptcy, coincident with the resignation of Mr. Urch.
No Concerned Shareholder Nominee 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 body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a Concerned Shareholder Nominee.
None of the Concerned Shareholder Nominees or any of their respective associates or affiliates, has any material interest, direct or indirect, in any transaction since the commencement of the Company's most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Company or its subsidiaries.
The registered address of Savant is located at Suite 1500- 1055 West Georgia Street, Vancouver, British Columbia, V6E 4N7. A copy of this press release may be obtained on the Company's SEDAR profile at www.sedar.com.