Rodocanachi Capital Inc.

November 18, 2011 19:09 ET

Rodocanachi Management Response to Dissident

MONTREAL, QUEBEC--(Marketwire - Nov. 18, 2011) - Rodocanachi Capital Inc. ("Rodocanachi" or the "Corporation")(TSX VENTURE:ROD.P) wishes to respond to statements contained in the Dissident Proxy Circular dated October 27, 2011 prepared by Alain Charland and sponsored by Mr. François Marcotte (collectively the "Dissident Shareholder") in connection with the Corporation's annual general meeting to be held on November 25, 2011.

The Board is concerned that the Dissident Shareholder's Circular may not fully reflect the intentions of the Dissident Shareholder. The Board is very concerned that the Dissident Shareholder is attempting to seize effective control of the Corporation without paying a control premium. Recent events suggest that the Dissident Shareholder is attempting to take control of the Corporation by all means at his disposal, including the election of his nominees to the position of director.

The vote of all shareholders is important and the Board of the Corporation recommends that each shareholder cast their vote in favour of electing the nominees (Richard Besner, Jean-Sébastien Besner, Patrick Bélanger, Peter Graffman, Meyer Bentob and Chandra Panchal) proposed in the management proxy.

Management and the Board of Directors of the Corporation asks that shareholders carefully consider basis for the recommendation of the Board as supported by the facts set forth below.

  1. The nominees proposed by the Dissident Shareholder do not qualify to act as directors of the Corporation pursuant to TSX Venture Exchange ("TSXV") Policy 2.4 and General Instruction 41-601Q, as amended. This should ultimately result in the Corporation being delisted from the TSXV pursuant to TSXV Policy 2.9 for being in breach of the Exchange requirements.

  2. Mr. Marcotte was the representative and a major stakeholder of the Groupe Marcotte which failed to obtain TSXV approval for the proposed qualifying transaction between the Corporation and the Groupe Marcotte described in the Corporation's press release dated August 8, 2011 (the "Marcotte QT").

  3. The nominees proposed by the Board have always acted in the shareholders best interest and, although none of the qualifying transactions proposed so far could be completed, the nominees kept working in order to seek alternative transactions and the failure of the proposed qualifying transactions is mostly due to the non performance of the other parties, (failure to raise the minimum financing and failure to obtain the TSXV approval).

The Dissident Shareholder states the primary reason to remove the present Board of directors as being, "The failure to complete three proposed qualifying transaction after more than 2 years.", while in fact, it is the other parties, including the Groupe Marcotte, who caused the proposed qualifying transactions to fail through their non performance.

The Board is working diligently to complete the proposed qualifying transaction involving the acquisition of a mining interest from Newcastle Minerals Ltd. and a concurrent private placement, as more particularly described the Corporation's October 27, 2011 press release.

The current Board and Management collectively have a financial stake of 36% in the Corporation, by contrast the Dissident Shareholders represent less than 5% of the company.

The current Board believes in the latest proposed transaction involving the acquisition of an interest in Newcastle Minerals Ltd.'s property.

The Dissident Shareholder is well aware of the Corporation's ability to substantially increase its value. The current Board is concerned that this attempt to gain effective control of the Corporation, if successful, might effectively place the reins of power in the Groupe Marcotte's hands and there is no assurance that this outcome is in the best interests of the Corporation and its shareholders. We need your support to ensure the attempt to seize effective control of Rodocanachi is defeated at the November 25, 2011 meeting.

Cautionary Note Regarding Forward-looking Statements

Certain information in this press release may contain forward-looking statements. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results may differ materially from results inferred or suggested in any forward-looking statements. Rodocanachi assumes no obligation to update the forward-looking statements, or to update the reasons why actual results may differ from those reflected in forward-looking statements unless and until required by applicable securities laws. Additional information identifying risks and uncertainties is contained in Rodocanachi's filings with the Canadian securities regulators, which filings are available at

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Mr. Richard Besner
    President and Chief Executive Officer
    Rodocanachi Capital Inc.
    (514) 824-5434