TSM Entreprise sprl

September 25, 2014 17:56 ET

The Requisitioning Shareholder of African Metals Corporation Announces That It Has Requisitioned a General Meeting of the Shareholders

TORONTO, ONTARIO--(Marketwired - Sept. 25, 2014) - TSM Entreprise sprl (the "Requisitioning Shareholder), representing in excess of 1/20 (5%) of the issued and outstanding shares of African Metals Corporation (the "Corporation") announces that it has today requisitioned a general meeting of the shareholders of the Corporation pursuant to Section 167 of the Business Corporations Act (British Columbia) to consider the following resolutions:

  1. to remove Nigel Ferguson and Michael Velletta, two of the current directors of the Corporation, and to elect new directors to fill the vacancies created by their removal if approved by the shareholders;
  1. to re-appoint the Corporation's auditors for the ensuing year and to authorize the directors to fix the remuneration of the auditors;
  1. to re-approve the Corporation's stock option plan for the ensuing year;
  1. to direct the current directors of the Corporation not to proceed with a private placement with CPS Capital, strangers to the Corporation, at a price of $0.05 per Unit (post-consolidation) as proposed by management (and majority of directors) of the Corporation and consider instead a resolution authorizing the Corporation to conduct an offering to its existing shareholders at a price of $0.10 per Unit (post-consolidation) in accordance with the term sheet included herewith; and
  1. to elect the following nominees as directors put forward by the requisitioning party:

Simeon Tshisangama, President of the Requisitioning Shareholder, and current director and principal shareholder of the Corporation.

Gerald Harper, Ph.D., P.Eng (ON.), P.Geo.(ON.) - Dr. Harper is currently President of Gamah International Limited, a mineral industry consulting firm which is well known for its research and databases on mineral industry financings. He was President of the Prospectors and Developers Association of Canada from 1998 to 2000 and still represents the Association on several committees. He is a past Chairman of the Kingsway Chapter of Professional Engineers of Ontario. He is a Director of several private and public exploration and mining companies. He grew up in Southern Rhodesia (now Zimbabwe) and worked there and in South Africa before emigrating to Canada in 1970. His doctorate research was directed at structural and geochemical analysis of complexly folded suites of rocks analogous to those of the Zambian Copperbelt. He has worked for several major world mining companies, managing exploration activities, developing mines and managing operating mines.

Kenneth B. de Graaf, M.A.Sc., B.Sc. (Hons.) - Mr. de Graaf is currently Senior Vice President and a director of Minfocus Exploration Corp. as well as a principal of several private mineral resource companies. Mr. de Graaf is a senior chemical/metallurgical engineer who has an extensive background in international finance and technical consulting in mineral exploration and development. He was V.P. of Mongolia Operations and a Director of Western Prospector Group Inc. from March 2004 through May 2008 where he was closely involved in the rediscovery, exploration and development of the Gurvanbulag uranium deposit (+22 million lb) in Mongolia, as well as multiple financings raising over $35 million. Also, his private company, Cascadia Mining Corp., from 1997 to 2001 discovered and developed the gold resource at the Gatsuurt gold deposit in Mongolia (which now has +1.5 million oz Reserve). His international experience includes technical and corporate development of mineral projects in Mongolia, Kazakhstan and Russia, as well as Canada.

The meeting has been requisitioned because the Requisitioning Shareholder believes that management of the Corporation is not acting in the best interests of the Corporation. The Board of Directors currently consists of three directors, namely:

Name Residence Direct and Indirect Shareholdings
Simeon Tshisangama Brossard, Quebec 10,421,233
Nigel Ferguson Perth, Australia 250,000
Michael Velletta Victoria, British Columbia nil

Despite having little or no shareholdings in the Corporation, Messrs. Ferguson and Velletta voting together form a majority of the Board of Directors. Under the watch of Mr. Ferguson as President and C.E.O., the Company has been brought to the brink of insolvency and is unable to progress with its mining projects in the Democratic Republic of Congo (the DRC).

On August 22, 2014, the Corporation announced, purportedly on behalf of the Board of Directors, certain proposed corporate transactions and to provide an update on operations, summarized as follows:

  • a consolidation of the Company's issued share capital on the basis of 1 new share for every 10 shares held;
  • a non-brokered private placement for up to 8 million units at $0.05 per unit, each unit consisting of one post-consolidation share and one warrant to purchase one additional post-consolidation share at $0.06 for a period of 18 months from closing. The private placement will raise up to $400,000;
  • the retirement up to $150,000 of debt by issue of up to 3 million post- consolidation shares at $0.05 each;
  • the execution of a sales contract for provision of 30,000 tonnes of low grade copper oxide material; and
  • the completion of delivery of approximately 15,000 tonnes of low grade copper oxide material for bulk testing of the material's suitability as a blending material for hydro-metallurgical extraction of the copper.

In the August 22nd news release, management stated that "the Board has taken the difficult decision to consolidate the issued capital of the Company on the basis of one new share for every ten current shares." Despite that inaccurate representation, no directors' approval had been obtained prior to the issuance of the news release or since.

The Corporation still has not even received a term sheet for the proposed financing nor has there been an indication of what fees and other forms of compensation would be payable.

It is Mr. Tshisangama's position that these proposals are not in the best interests of the Corporation or its shareholders.

By not publicly announcing material facts prior to attempting to price a proposed financing, and proposing the restructuring by way of an extreme consolidation (reverse split) and bargain basement financing, management has completely disenfranchised the shareholders and is enabling a potential change of control to the detriment to the shareholders.

Mr. Tshisangama has advised Messrs. Ferguson and Velletta that offering the proposed financing to the existing shareholders would be the only fair way to treat the existing shareholders (assuming a financing was even necessary in view of the impending commencement of revenue). That advice was rejected. Mr. Tshisangama proposed an offering to the existing shareholders at double the price of the proposed offering and indicated that he was even prepared to financially guarantee the completion of such an offering. That proposal has been rejected by Messrs. Ferguson and Velletta. The offering to undisclosed persons through CPS Capital, an Australian brokerage firm, proposed by Messrs. Ferguson and Velletta will result in the complete and utter destruction of shareholder value of the existing shareholders and will benefit only those strangers who purchase the ridiculously dilutive financing proposed by Messrs. Ferguson and Velletta following their proposed one for ten consolidation of shares.

By issuing 11,000,000 new shares to debtors and strangers to the company for the ridiculously low price of $0.05 per post-consolidation share and a further 8,000,000 warrants exercisable at $0.06 per post-consolidation share, how does management expect to create value? The last posted trading price was $0.01 per share ($0.10 post consolidated). With that unbelievable overhang on the market, how will the stock ever be more than a penny stock with a perpetual supply of cheap stock flooding the market whenever there is a profit to be taken? For example, an existing shareholder who bought in at say $0.24 which is 50% of the 2012 high of $0.42 would now have an effective post consolidation of $2.40 per share. With this new proposed offering, if the stock price even went to $0.55, the new shareholders would earn $0.50 per share profit plus $0.49 profit on the free warrant for a total profit of $0.99 on their $0.05 investment - 20 times their investment. This while the original shareholder who bought in at $2.40 (effective post consolidation cost) would suffer a loss of $1.90 per share. Where is the fairness in that? Where is the shareholder value? Where is the value to the Company?

The Requisitioning Shareholder has requested a general meeting of shareholders with a view to replacing the ineffective directors with high-caliber directors with internationally recognized reputations and experience who will not sell the Corporation and its existing shareholders short.

TSM Entreprise sprl

Requisitioning Shareholder

Contact Information

  • Simeon Tshisangama
    514-443-4977