- A new group of highly experienced director nominees, who are
focused on good governance, transparency and providing management
with expert oversight.
- The Proposed Nominees, including the Concerned Shareholder,
along with his family, hold a significant number of shares of
Colorado (approximately 5.2%), meaning their interests are aligned
with their fellow shareholders.
- The Proposed Nominees represent a slate of directors with
diverse and relevant skills and experience, who have a history of
value creation and a commitment to focusing on the best interests
of shareholders across multiple organizations and is the answer to
unlocking long-term value for shareholders.
PEACHLAND, BC, March 6, 2018 /CNW/ - Adam Travis (the
"Concerned Shareholder"), a director, shareholder and former
President and Chief Executive Officer of Colorado Resources Ltd.
(TSXV:CXO) ("Colorado" or
the "Corporation") announces five director candidates that
he intends to propose for election to the board of directors of
Colorado at the annual general
meeting of shareholders of Colorado ("Shareholders") currently
scheduled to occur on April 6, 2018
(the "Meeting").
EXPERIENCED NEW BOARD OF DIRECTORS FOCUSED ON GOOD GOVERNANCE
AND PROVIDING EXPERT OVERSIGHT
The Concerned Shareholder believes that the following director
candidates (the "Proposed Nominees"), will add critical
oversight to the board of directors:
- Adam Travis – Mr. Travis
has been involved in the exploration sector for over 28 years. Adam
served as President and CEO of Colorado Resources Ltd. from 2009 to
2018 and is currently a director and along with his family holds
approximately 6,000,000 shares of the Corporation.
- Patrick Soares – Mr.
Soares is the President, CEO and a director of Foran Mining
Corporation and during his tenure as President and CEO of Brett
Resources Inc., he oversaw the increase to its market
capitalization of $60 million to
$370 million prior to its sale to
Osisko Mining Corp.
- Bryan Wilson – Mr.
Wilson has worked in the mining industry for over 30 years in
geological and financial analyst positions and is currently the
Director of Exploration and Business Development of Centerra Gold
Corp.
- Christian Kargl-Simard –
Mr. Kargl-Simard is a professional engineer with over 14 years of
experience in the mining industry, having worked both in technical
and finance roles and is currently the President, Chief Executive
Officer and a director of Adventus Zinc Corporation.
- Michael Cathro – Mr.
Cathros is a registered professional geoscientist. His career
includes 17 years in technical and management roles with the BC
Ministry of Energy, Mines and Petroleum Resources as well as acting
as the former Vice-President of Operations for Skeena Resources
Ltd.
The Proposed Nominees represent:
- a highly experienced slate of directors who are focused on good
governance, transparency and providing management with expert
oversight;
- a group that has a strong alignment with Colorado's Shareholders. The Proposed
Nominees, including the Concerned Shareholder, along with his
family, hold a significant number of shares of the Corporation
(collectively holding approximately 5.2% of the issued and
outstanding common shares), meaning their interests are aligned
with their fellow Shareholders; and
- a slate of directors with diverse and relevant skills and
experience, who have a history of value creation and a commitment
to focusing on the best interests of shareholders across multiple
organizations and is the answer to unlocking long-term value for
shareholders.
The Concerned Shareholder is confident that the shareholder
mindset of the Proposed Nominees, combined with their technical
expertise and experience as it relates to the Corporation's
existing assets, is a formula for value creation and uniquely
positions the Proposed Nominees to unlock the long-term value and
opportunities that the Corporation's current assets contain.
BACKGROUND AND REASONS
Termination of CEO who Stood up for the Rights of
Shareholders
- Mr. Travis has been fighting behind the scenes for shareholder
transparency and good corporate governance of the Corporation. His
passion for the Corporation to succeed, work in the best interests
of Shareholders and deliver results, ultimately led to his
termination without cause as President and CEO of Colorado.
Impeding the Rights of Shareholders to a Fair and Transparent
Process
- In accordance with the Corporation's Advance Notice Policy, the
Concerned Shareholder delivered advance notice of his slate of
directors intended to be nominated for election at the Meeting,
however, counsel for the Corporation has rejected the Concerned
Shareholder's director nominations without providing the reasons.
This has left the Concerned Shareholder worried that this will
deprive Shareholders of their fundamental right to nominate
directors contrary to shareholder democracy without regard to the
best interests of the Shareholders.
Mr. Travis believes now is the time for change. He is highly
motivated and cares deeply about seeing Colorado transitioned back into a thriving,
transparent company with a board of directors that focuses on the
best interests of the Shareholders.
Mr. Travis reserves all rights with respect to future actions
and is carefully considering all legal options and remedies
available to him as a shareholder of Colorado.
Shareholders are encouraged to read the biographies of each of
the highly experienced Proposed Nominees set forth below. The
information in respect of each Proposed Nominee has been provided
by each Proposed Nominee as at the date hereof. Other than the
Concerned Shareholder, none of the Proposed Nominees has been or is
currently a director of the Company and none of the Proposed
Nominees have held any other position or office with Company. The
Proposed Nominees are as follows:
Adam
Travis
British Columbia,
Canada
Mr. Travis holds a B.Sc. Major in Geology earned at UBC in 1990
and has been involved in the exploration sector for over the last
28 years. He was fortunate early on in his career to have been a
team member with Keewatin Engineering and the Ron Netolitzky group
of companies which worked on a number of exploration projects such
as Snip, Eskay Creek and Brewery
Creek which later became mines and numerous other advanced projects
and small mines in Africa,
Mexico and Alaska. In 2004 Mr. Travis joined the Hunter
Dickinson Group of companies initially in target evaluation and
acquisition with Amarc Resources where he honed his large project
management skills. Later he assisted with the field management of
Northern Dynasty's Pebble Project and Continental Mineral's
Xietongmen Project in Tibet. Mr. Travis then managed the greatly
expanded exploration program at Taseko Mines Gibraltar Mine in
2007. Throughout the later years Mr. Travis started his private
company Cazador Resources Ltd. which focused primarily on the
acquisition of exploration projects in British Columbia and subsequent optioning to
junior exploration companies. He is widely recognized in the
industry for his enthusiasm, project management and experience on
advanced projects, target evaluation and acquisition and deal
negotiating skills.
Mr. Travis served as President and CEO of Colorado Resources
Ltd. from 2009 to 2018, and is currently a director of the
Corporation. Mr. Travis beneficially owns, controls or directs,
directly or indirectly, 4,462,445 Colorado Shares and collectively
with his family, holds approximately 6,000,000 Colorado Shares.
Patrick
Soares
British Columbia,
Canada
Mr. Soares was appointed President and CEO of Foran Mining
Corporation and a member of the Board of Directors in November 2010. Mr. Soares served as the President
and CEO of Brett Resources Inc. from late 2007 until its
acquisition by Osisko Mining Corp. in May
2010. During his tenure as President and CEO of Brett
Resources, the market capitalization of the company increased from
$60M to approximately $370M.
Mr. Soares holds a B.Sc. (Hons.) from the University of British Columbia and is a
Professional Geoscientist with APEGBC. Mr. Soares began his
professional career in 1983 as an exploration and mine geologist in
northern Canada. Subsequently, he
worked in the field of investor relations and corporate
development, and held positions with Sutton Resources Ltd.
(acquired by Barrick Gold in 1999),
EuroZinc Mining Corp. (now part of Lundin Mining Corporation) and
Aurizon Mines Ltd. Mr. Soares was the Chairman of SnipGold Corp.
(acquired by Seabridge Gold in June
2016). Mr. Soares beneficially owns, controls or directs,
directly or indirectly, 306,500 Colorado Shares.
Bryan
Wilson
Ontario,
Canada
Mr. Wilson has worked in the mining industry for over 30 years
in geological and financial analyst positions. He has held senior
management and executive positions in resource exploration and
mining companies. Mr. Wilson was CEO and President of St. Genevieve
Resources and Gee Ten Ventures Inc., and Director of Spider
Resources, his previous financial roles include being a Mining
Analyst for C.M Oliver and Dominick & Dominick Securities Inc.
and as a corporate Finance Specialist for Thames Capital. Mr.
Wilson is currently the Director of Exploration and Business
Development of Centerra Gold Corp, and a director of Doubleview
Capital and Dynasty Gold Corp. Mr. Wilson beneficially owns,
controls or directs, directly or indirectly, 29,000 Colorado
Shares.
Christian
Kargl-Simard
Ontario,
Canada
Christian Kargl-Simard is a
professional engineer with over 14 years of experience in the
mining industry, having worked both in technical and finance roles.
He currently is the President, Chief Executive Officer and a
director of Adventus Zinc Corporation, an exploration and
development company focused on zinc and copper, which is listed on
the TSX Venture Exchange. Prior thereto, he worked for 10 years in
investment banking roles at Raymond James Ltd. and Haywood
Securities Inc. During his tenure in investment banking, Christian
was involved in financings raising more than $7 billion, and he assisted in completing over
35 M&A transactions with
companies such as Fortuna Silver Mines Inc., Altius Minerals
Corporation, Arizona Mining Inc., Trevali Mining Corporation,
Victoria Gold Corp., Atlantic Gold Corporation and Tahoe Resources
Inc. Mr. Kargl-Simard also worked for Dynatec Corporation in
Fort Saskatchewan, Alberta up to
its sale to Sherritt International Corp. in 2007, both in
metallurgical engineering and corporate development roles. Mr.
Kargl-Simard is an author or co-author of three published technical
papers in the field of hydrometallurgy. Christian is a professional
engineer (Canada) and has a
B.A.Sc. degree in Metallurgical Engineering from the University of British Columbia. Mr. Kargl-Simard
does not beneficially own, control or direct, directly or
indirectly, any Colorado Shares.
Michael
Cathro
British Columbia,
Canada
Mr. Cathro is a registered professional geoscientist in
British Columbia and holds a B.Sc.
from Queen's University and a M.Sc. from the Colorado School of Mines. Mr. Cathro's career has
included work as an exploration geologist in Canada and overseas, and 17 years in technical
and management roles with the BC Ministry of Energy, Mines and
Petroleum Resources. Prior to leaving government in early 2008, Mr.
Cathro led the team that successfully completed the aboriginal
consultation, environmental review and permitting of the New Afton
copper-gold project, now one of the largest underground metal mines
in Canada. From 2015 to 2017, Mr. Cathro was the
Vice-President of Operations for Skeena Resources Ltd. He currently
serves as Director of Happy Creek Minerals Ltd., and Chair of the
Board of Geoscience BC and has been the President of Cathro
Resources Corp. since 2008. Mr. Cathro does not beneficially own,
control or direct, directly or indirectly, any Colorado Shares.
Cease Trade Orders and Bankruptcies, Penalties and
Sanctions
To the knowledge of the Concerned Shareholder, no Proposed
Nominee is, as at the date hereof, or has been, within 10 years
before the date hereof, a director, chief executive officer
("CEO") or chief financial officer ("CFO") of any
company (including the Company) that was the subject, while the
Proposed Nominee was acting in the capacity as director, CEO or CFO
of such company, of a cease trade or similar order or an order that
denied the relevant company access to any exemption under
securities legislation, that was in effect for a period of more
than 30 consecutive days or was subject to a cease trade or similar
order or an order that denied the relevant company access to any
exemption under securities legislation, that was in effect for a
period of more than 30 consecutive days, that was issued after the
Proposed Nominee ceased to be a director, CEO or CFO but which
resulted from an event that occurred while the Proposed Nominee was
acting in the capacity as director, CEO or CFO of such company; or
is, as at the date hereof, or has been within 10 years before the
date hereof, a director or executive officer of any company
(including the Company) that, while that person was acting in that
capacity, or within a year of that person ceasing to act in that
capacity, became bankrupt, made a proposal under any legislation
relating to bankruptcy or insolvency or was subject to or
instituted any proceedings, arrangement or compromise with
creditors or had a receiver, receiver manager or trustee appointed
to hold its assets; or has, within the 10 years before the
date of this Information Circular, become bankrupt, made a proposal
under any legislation relating to bankruptcy or insolvency, or
become subject to or instituted any proceedings, arrangement or
compromise with creditors, or had a receiver, receiver manager or
trustee appointed to hold the assets of the proposed director.
To the knowledge of the Concerned Shareholder, no Proposed
Nominee has been subject to any penalties or sanctions imposed by a
court relating to securities legislation or by a securities
regulatory authority or has entered into a settlement agreement
with a securities regulatory authority; or has been subject to any
penalties or sanctions imposed by a court or regulatory body that
would likely be considered important to a reasonable securityholder
in deciding whether to vote for a proposed director.
Material Interest
Except as otherwise disclosed herein, to the knowledge of the
Concerned Shareholder, neither the Concerned Shareholder, nor any
of the Proposed Nominees or their respective associates or
affiliates, has: (a) any material interest, direct or indirect, in
any transaction since the commencement of the Company's most
recently completed financial year or in any proposed transaction
which has materially affected or will materially affect the Company
or any of its subsidiaries; or (b) any material interest, direct or
indirect, by way of beneficial ownership of securities or
otherwise, in any matter currently known to be acted on at the
Meeting, other than the election of directors.
Disclaimers
The Concerned Shareholder has not sought or obtained consent
from any third party to the use herein of previously published
information. Any such information should not be viewed as
indicating the support of such third party for the views expressed
herein.
Except for the historical information contained herein, the
matters addressed in these materials are forward-looking statements
that involve certain risks and uncertainties. You should be aware
that actual results could differ materially from those contained in
the forward-looking statements. The Concerned Shareholder does not
assume any obligation to update the forward-looking
information.
Information in Support of Public Broadcast
Solicitation
The Concerned Shareholder is relying on the exemption under
section 9.2(4) of National Instrument 51-102 – Continuous
Disclosure Obligations ("NI 51-102") to make this public
broadcast solicitation. The following information is provided in
accordance with corporate and securities laws applicable to public
broadcast solicitations.
This solicitation is being made by the Concerned Shareholder,
and not by or on behalf of the management of Colorado.
The head and registered address of Colorado is #105 - 3500 Carrington Road,
West Kelowna, British Columbia
V4T3C1.
Colorado has announced that
it has called the Meeting to be held on April 6, 2018. The Concerned Shareholder may file
a dissident information circular (the "Dissident Circular")
in connection with the Meeting, or any adjournment or postponement
thereof, in due course in compliance with applicable securities and
corporate laws.
This press release and any solicitation made by the Concerned
Shareholder in advance of the Meeting is, or will be, as
applicable, made by the Concerned Shareholder and not by or on
behalf of the management of Colorado. All costs incurred for any
solicitation will be borne by the Concerned Shareholder, provided
that, subject to applicable law, the Concerned Shareholder may seek
reimbursement from Colorado for
the Concerned Shareholder's out-of-pocket expenses, including proxy
solicitation expenses and legal fees, incurred in connection with a
successful reconstitution of the Company's board of
directors.
Any proxies solicited by the Concerned Shareholder may be
solicited by way of public broadcast, including through press
releases, speeches or publications and by any other manner
permitted under applicable laws, including pursuant to a Dissident
Circular sent to shareholders of Colorado. Solicitations may be made by or on
behalf of the Concerned Shareholder, by mail, telephone, fax, email
or other electronic means, and in person by directors, officers and
employees of the Concerned Shareholder or by the proposed
nominees.
It is expected that any proxies solicited by the Concerned
Shareholder in connection with the Meeting may be revoked by
instrument in writing by the shareholder giving the proxy or by its
duly authorized officer or attorney, or in any other manner
permitted by law. The Concerned Shareholder has filed
this press release, which contains the information required by
section 9.2(4)(c) of NI 51-102 and Form 51-102F5 Information
Circular in respect of the Proposed Nominees under Colorado's
company profile on SEDAR at http://www.sedar.com.
SOURCE Adam Travis