Frastanz, Austria–(Newsfile Corp. – April 11, 2022) – Dear Shareholders of Gambier Gold Corp. (TSXV: GGAU) (the “Company”), we are significant shareholders of the Company representing approximately 19.872% of the issued and outstanding capital of the Company. In addition, we have engaged with shareholders and currently have arranged support from a total of approximately 40.196% of the issued and outstanding capital of the Company. We have, over the last year, reached out to the directors and officers of the Company expressing our concern over the management. We are major shareholders and they have consistently failed to address our concerns. We asked for a change of the board of directors and, again, they declined. We requisitioned a meeting of shareholders to change the board of directors on March 21, 2022 (which the Company failed to disclose), and the Company has now set an annual general meeting for June 1, 2022. We have confirmed to the Company that any issuance of shares after the date of our requisition (March 21, 2022) will not be eligible to vote at the shareholders meeting. We are writing to elicit your support for our nominee directors and for our vision for the Company. We commit to rigorous corporate governance, consistent disclosure, effective shareholder engagement and working to increasing shareholder value. We will listen to your concerns and improve investor relations.
The Company needs a new start and here is what we are proposing:
- A new board of directors consisting of five directors, two professional geologist (Sebastien Ah Fat and Rafael Vaudrin), all experienced directors of public companies and one business managing director (Owen Garfield), one financial managing director (Sven Gollan) and one governance managing director (Daniel Rodriguez). One of the nominees (Rafael Vaudrin) is a former director of the Company and will provide knowledge continuity;
- Our new nominee board has the experience, strategic vision and the resources to finance the Company and move it to the next level;
- We commit to engaging with shareholders and having full disclosure of all matters;
- March 31 is the Company’s financial year end and now is the time to make this change and grow Company value; and
- We have attached a brief description of our nominee directors and their backgrounds evidencing their expertise.
We also want to address why, in our view current management, should not remain in place.
There has been incredibly poor communication and even non-existent communication with shareholders over the last year. There were no News Releases issued between May 10, 2021 and February 18, 2022. There was no Winter Drill Program as discussed and Michael Schuss (Director/CEO) provided no operational update in the second half of 2021, despite our requests. The March 31, 2022 News Release was, in our opinion, poorly drafted and did not evidence a sound exploration program. It appeared to try to blame others for their failures.
There are a series of gaps in disclosure, an example of which is the January 12, 2021 appointment of Darin Wagner as a technical advisor. We are advised Mr. Wagner subsequently left this position but there was no disclosure of this. In another example, the latest unaudited financial statements do not set out the changes to the board of directors and there is no disclosure of an advisory board.
Michael Schuss, in our opinion, appears to spend an excessive amount of his time on Twitter rather than running the business of the Company.
In our view, this lack of proper governance and disclosure has depressed the share price and placed the Detour West Property, the Company’s main asset, at risk. In addition, there has been an increase in the salary of the CEO (Michael Schuss) without any regard to the lack of performance. The Company will need to raise capital for future exploration and the confidence of the existing shareholder base as well as that of potential investors has been lost.
Both Mr. Michael Schuss and Mr. Geoff Balderson provided us with their agreement, in writing, to resign and/or not stand for re-election and then refused to follow through with this. Mr. Bruland and Mr. Forward were just appointed February 18, 2022 and appear to have no vested interest in the Company. The Vendors and Royalty holders of the Detour West Property, have also expressed their dissatisfaction with the current management.
We ask that you support our nominees to ensure the success of the Company. Again, the date of the annual general meeting of shareholders has been set for June 1, 2022. We ask that you complete your proxy:
- to set the number of directors at five (5); and
- to vote for our nominees:
(a) Sven Gollan;
(b) Sebastien Ah Fat;
(c) Daniel Rodriguez;
(d) Owen Garfield; and
(e) Rafael Vaudrin.
We can be reached as follows if you have any questions:
FruchtExpress (FEx) investment board
April 11, 2022
FruchtExpress Grabher GmbH & Co KG
By: “Grabher Felix”
Name: Grabher Felix
Title: CIO / Executive Director
|Name, Province or State and Country of Residence||Present Principal Occupation, Business or Employment and Principal Occupation, Business or Employment During the Preceding Five Years||Number of Common Shares Beneficially Owned or Controlled or Directed (Directly or Indirectly)|
Møre og Romsdal, Norway
|Treasurer with Fruchtexpress GmbH & Co. KG, major shareholder of Gambier Gold. Sven is currently director of Sego Resources, Alianza Minerals and Teako Gold. He spent 16 years as an Investment/Private Banker in Germany and Austria and was active in the education and training of securities advisors and investment bankers. From 2011 to 2015 he was an external consultant for the Grabher Family, Austria. Mr Gollan has been with FruchtExpress Grabher, Corporate Treasury Unit/Family Office, Austria since 2015, and currently with FruchtExpress Norge the Norwegian Branch of FruchtExpress.||Nil|
|Sebastien Ah Fat
|Professional Geologist with over a decade of experience in the mining and energy sectors. He is the Vice President of Exploration at Pacific Bay Minerals Ltd., a precious-metal-focused mining company, and the co-founder and Vice President of Exploration at Glacier Resources Corp., a lithium exploration company. Previously, Mr. Ah Fat was the manager of geological services and software development of a leading energy geosteering consulting firm. Prior experience includes the role of mine geologist at Bralorne Gold Mines Ltd., a junior gold producer in Canada. Mr. Ah Fat holds a bachelor of science degree in geology from the University of Calgary and is registered as a professional geoscientist with the Association of Professional Engineers and Geoscientists of Alberta (APEGA).||20,000|
British Columbia, Canada
|Corporate Development of Warrior Gold with over 14 years of capital markets and financial service experience. Previously, he was an Investment Advisor with a focus on the junior mining sector and managed a retail branch bank for a top-tier Canadian bank. For the last two years, he has been working in Corporate Development for Warrior Gold Inc. He holds a BA from the University of Toronto and both Certified Financial Planning (CFP) and Chartered Investment Manager (CIM) designations.||Nil|
West Yorkshire, United Kingdom
|Managing Director; Owen is a Chartered Mineral Surveyor based in the UK who worked for the Valuation Office Agency as a specialist mineral valuer for over 10 years. He also has a degree in Mineral Estates Management from Sheffield Hallam University. Owen is currently the Managing Director and owner of a successful Surveying company in the UK, advising multi-national clients on major infrastructure projects.||100,000|
British Columbia, Canada
|Professional Geologist, former Director of Gambier Gold. Senior Project Geologist with great expertise in field planning, data analysis, and drilling initiatives. Mr. Vaudrin has a master’s degree in geosciences from the University of Tubingen in Germany, where he specialized in exploration, mineralogy and structural geology.||200,000|