As announced by GRIT on 1 November 2019 we have requisitioned an EGM to remove the entire Board of the company to be replaced by Align’s director – Richard Jennings and Martin Eales – former CEO of Rainbow Rare Earths.
We have the following concerns with regards to the current Board of Directors:
- Martin Lampshire is a director of the company’s adviser, Peterhouse Corporate Finance, and this is thus a clear conflict of interest. Peterhouse do not work for free and Mr Lampshire’s position on the Board where he has the ability to influence payments to Peterhouse we believe is wholly inappropriate from this perspective
- We question quite why the Board needs 3 directors that are clearly working part time on this and yet are taking a salary that by any stretch is inappropriate for the work involved. GRIT is presently effectively a holding company for its 2 primary assets – Anglo African Minerals (“AAM”) and Siberian Goldfields (“SGL”) together with some other peripheral assets. The Company should not be incurring excessive Directors’ salaries and service contracts whilst shareholders simply wait for the hoped for closure of the AAM sale as announced on 30 August 2019.
- In the event of a successful conclusion of the sale of AAM we presently have no visibility from the current Board as to the payout basis for long suffering GRIT shareholders or a clearly defined strategy for utilising such proceeds. This sum amounts to approximately 10p per share.
- In the event that we are successful in our EGM requisition we commit to the payment of a £1 annual salary to Richard Jennings (and nothing more) and a market salary to Martin Eales not to exceed £40,000 p.a. whilst the company looks for a potential reverse acquisition opportunity. The AAM proceeds less any book debts and other liabilities and general working capital requirements will be paid out to shareholders as expeditiously as possible, subject to the usual court process required for a distribution. Following payment of the AAM proceeds and any subsequent reverse acquisition, Richard Jennings will resign and new directors will be appointed to complement Martin Eales.
- The current Board of Directors is completely misaligned with shareholders’ interests with not one share in GRIT held by them. In contrast, Richard Jennings is a top 5 shareholder and is completely aligned with all GRIT shareholders in seeking to maximise value realisation in the near term via a distribution of net AAM proceeds.
- Finally, we have offered a compromise to the GRIT Board including a bona fide shareholder request for clarity on their salary packages – thus far the Board has deigned to respond which we believe illustrates that they are unfit collectively to navigate GRIT through this relatively simple sale closure process for AAM. Remember, the current BoD was not voted in by shareholders, they being placed in situ at the AGM following the resignation of the prior BoD slate.
We therefore urge all shareholders to vote IN FAVOUR of the resolutions at the forthcoming EGM.
Martin [Wentworth] Eales (aged 47) has extensive experience in the Natural Resources sector. After qualifying as a Chartered Accountant he embarked on a 15 year career in the City in corporate finance and corporate broking, rising to the post of Managing Director at RBC Capital Markets and acting as adviser to many listed mining and oil and gas companies on AIM and the Main Market. In 2014 he was appointed CEO of Rainbow Rare Earths and took that company from greenfield exploration through development, IPO and to first production.