Concerned Shareholders of Condor Resources

October 10, 2013 08:00 ET

Four of the Five Largest Shareholders of Condor Resources Requisition Special Meeting to Bring Positive Change to the Board of Directors

- Concerned Shareholders Have Called Upon British Columbia Securities Commission and TSX Venture Exchange to Examine Potential Breaches by the Condor Board of Directors

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Oct. 10, 2013) - A group of Condor Resources Inc. ("Condor") shareholders, holding approximately 24% of the total outstanding Condor shares (the "Concerned Shareholders") today announced that they have requisitioned a special meeting to bring positive change to the Condor Board of Directors. They have also alerted the British Columbia Securities Commission (the "BCSC") and the TSX Venture Exchange (the "TSXV") to a number of potential breaches of applicable legislation and policies in connection with a dilutive offering proposed by the Condor Board of Directors in response to the requisition.

The Concerned Shareholders delivered notice to Condor's Board on September 30, 2013 that they sought positive change to the Board of Directors, but if the Board did not cooperate, we would requisition a shareholder meeting to achieve that positive change. Instead of respecting shareholder concerns and dealing with the request constructively, the Board responded by dismissing Condor's founder, Patrick J. Burns as an officer of the Company, excluding him from important Board deliberations and by announcing a highly-dilutive private placement, without first having disclosed material non-public information then in the Company's possession. The current Board of Directors committed to this financing despite the fact that less than one month earlier, on September 5, 2013, one of the Concerned Shareholders presented the Company with a similarly-sized private placement on 50% better terms than those proposed by the Company - an offer that still stands.

The Concerned Shareholders are alarmed by the recent conduct of the current Board and we believe immediate action is required to prevent Condor from undertaking a highly-dilutive financing and to safeguard Condor's value for the benefit of all shareholders. Accordingly, the Concerned Shareholders have written to the BCSC and the TSXV to raise the alarm regarding a number of serious concerns we have with some actions and decisions made by the Condor Board of Directors in connection with the proposed private placement.

"Condor's Board is attempting to dilute Condor shareholders to entrench itself," said Ray Angus on behalf of the Concerned Shareholders. "We believe this conduct is highly inappropriate and must be stopped in order to protect the interests of the Company and its shareholders."

For these and other reasons, the Concerned Shareholders believe a change in the Condor Board of Directors is imperative. Specifically, the purpose of the requisition is to:

  • consider an ordinary resolution to increase the number of directors on the Company's board of directors by five, pursuant to Part 13.1 of the Company's articles;
  • consider an ordinary resolution to fill the vacancies created by the above increase with the following nominees: Raymond John Angus, Francisco de Undurraga Fonck, Mark Pavitt, Paul M. Brunner and Jose Ricardo de Undurraga (the "Nominees"), pursuant to Part 13.2 of the Company's articles; and
  • conduct such other business as may properly come before the Meeting, including matters necessary or desirable to implement the foregoing.

In the coming days and weeks the Concerned Shareholders will thoroughly explain the basis of our concerns regarding the conduct of the current Board and the direction of Condor. In the meantime, we wanted to alert our fellow shareholders to the impending risk of dilution and to the fact that we have requested a shareholders meeting.

About the Concerned Shareholders

The Concerned Shareholders are: Francisco de Undurraga Fonck, Condor's largest shareholder and a former director of the company; Patrick J. Burns, a Condor shareholder, company founder and current director; Raymond John Angus, Condor's second largest shareholder; and Ever Marquez Amado, a shareholder and Condor's Vice President, Exploration. The Concerned Shareholders believe they represent four of the Company's five largest shareholders.

The Concerned Shareholders own or control approximately 16,427,147 shares in the capital of the Company, representing approximately 24% of the total shares outstanding and, within the 15-person proxy solicitation exemption, have received support letters from shareholders holding approximately an additional 8% of the total shares outstanding.

This press release does not constitute a solicitation of proxies. In connection with the requisitioned meeting the Concerned Shareholders expect to mail to Condor shareholders an information circular soliciting proxies in favour of their proposals and containing detailed information regarding their concerns, the background to the requisition and the nominees.

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