- Concerned Shareholders are considering all options to stop oppressive and abusive conduct of Eco Oro
TORONTO, Nov. 4, 2016 /CNW/ - The concerned shareholders (the "Concerned Shareholders") of Eco Oro Minerals Corp. (TSX: EOM) ("Eco Oro" or the "Company") wish to thank shareholders for the support they have shown in rejecting the Second Tranche common share financing at yesterday's shareholders' meeting.
Although we are pleased with the result of yesterday's vote, we believe that our work to enhance the shareholder value of the Company is far from complete. As a result, we have requested that the British Columbia Securities Commission ("BCSC") exercise its public interest discretion for the purpose of preventing the issuance of the secured contingent value rights (the "CVR"), unless prior disinterested shareholder approval is obtained. The issuance of the CVRs and related transactions contemplated under the investment agreement (the "Agreement") between the Company, Tenor Capital Management Company, L.P. and others are coercive and abusive and would set an unacceptable precedent which, if followed, would bring the capital markets into disrepute. We also believe that the actions of the Company and its directors have been oppressive and unfairly prejudicial to the shareholders of the Company. We have reached this conclusion based on several factors, including the following:
- The threat to proceed with the CVR in the event of rejection of the Second Tranche equity financing at the November 3 shareholders' meeting was an unprecedented and coercive action by the board which provided no substantive choices to shareholders.
- It appears that the board of the Company has engaged in disclosure failures, most of which were addressed only after regulatory intervention. However, further disclosure is required. Based on discussions between management and certain shareholders, the Concerned Shareholders believe that certain key members of management are being compensated to ensure that they stay with the Company to complete the arbitration against the government of Colombia. The Agreement provides that a new management incentive plan will be put in place, which raises significant conflict issues. We have asked that the BCSC require disclosure of the relevant details of the new management incentive plan.
- The process undertaken by the board of the Company to negotiate and approve the transactions under the Agreement appears to have been flawed from the outset. We understand that the person that led both the effort to find funding for the arbitration, and the negotiations with Tenor, was Anna Stylianides, the Executive Chairman of the Company, who is also a participating shareholder entitled to receive CVRs. Further, the Concerned Shareholders believe that certain key members of management are being compensated in a manner which may cause their allegiance to be tied to Tenor. The manner in which insiders and other key shareholders as selected by management, to the exclusion of all other shareholders, were allowed to participate in acquiring CVRs is deeply troubling.
- Based on information obtained by the Concerned Shareholders from various parties, the Concerned Shareholders believe that the Company could have obtained offers to finance the arbitration which are materially superior to that offered by Tenor. This raises further concerns as to whether the board of the Company properly considered financing alternatives in a manner which would serve the best interests of the Company.
- The CVR, in effect, allows Tenor to have full control over the operations of the Company. An adverse deviation from the approved budget of the Company, an unapproved change of control or the resignation, death or termination of a key member of management on a basis not acceptable to Tenor would trigger an event of default under the terms of the CVR, which the Company could not allow to occur. The Concerned Shareholders believe that upon an event of default under the CVR, the Company would owe Tenor 51% of the amount of the claim in cash -- that is, 51% of the amount of the claim put forward by the Company as opposed to the proceeds of a successful claim. In effect, the operations, management and control of the Company would be within the control and direction of Tenor.
We are currently reviewing with our legal advisors all other options to hold the board and management responsible for the oppressive and coercive steps they have taken for their benefit and the benefit of key insiders of the Company, including taking steps to nullify and invalidate the Agreement and all CVRs.
SOURCE Concerned Shareholders of Eco Oro Minerals Corp.
For further information: Rocco Meliambro, [email protected], 343-998-6250