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CRR - CRITICAL RESOURCES LIMITED


blacksheep
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First a bit of background, which I posted under the WFE thread - directors, backers, investors etc have connections to both companies

 

4CE is the former ASX-SOC - a gold explorer the assets of which were spun out of Hudson Resorces and latter taken over by GTT Ventures - http://www.takeovers.gov.au/content/Displa...es/2016/051.htm. The gold assets are being sold off by 4CE to Wildcat Resources P/L and Rock The Polo P/L - an introduction by Mr Charles Thomas of specialist corporate advisory and venture capital firm GTT Ventures Pty Ltd, albeit at a lessor price than SOC paid and spent $$ drilling. Will be interesting to see who eventually ends up with these gold assets, at what price and how they will be promoted..

 

GTT is also involved with SuperNinja's other favourite companie - WFE, AVZ - also MQR (who were fortunate enough to pick up the spun out lithium assets of SOC, now 4CE). GTT is also managing the TAO float, I believe

 

Doing some DD on 4CE, and sharing what information I've found - but DYOR

 

The HOA below has since been advised by 4CE as having been finalised/signed - Kitotolo Lithium Project Joint Venture Agreement Executed - "Non-executive directors Jason Brewer and Gedeon Pelesa signed the agreement in Lubumbashi on behalf of the Company over the weekend at a formal signing ceremony held with senior executives of Joint Venture partner - La Congolaise dÃÆâ€â„¢ÃƒÆ’ƒâہ¡ÃƒÆ’‚¢ÃƒÆ’¢Ã¢Ã¢Ã¢Ã¢â€š¬Ã…¡Ãƒâ€šÃ‚¬ÃƒÆ’…¡Ãƒâہ¡ÃƒÆ’‚¬ÃƒÆ’¢Ã¢Ã¢Ã¢Ã¢â€š¬Ã…¡Ãƒâ€šÃ‚¬ÃƒÆ’…¾Ãƒâہ¡ÃƒÆ’‚¢Exploitation Miniere (Cominiere SA). The Company will hold a 70% interest in the Joint Venture, with Cominiere SA holding the remaining 30% interest and receiving a 1% royalty on production from the Kitotolo Lithium Project"

 

The joint venture will hold Exploration Licence PR 12453, which is considered highly prospective for Lithium, Tin and Tantalum

The joint venture will hold granted Mining Licence PE 8251, which has been the subject to historical and current small scale mining of cassiterite and columbiteÃÆâ€â„¢ÃƒÆ’ƒâہ¡ÃƒÆ’‚¢ÃƒÆ’¢Ã¢Ã¢Ã¢Ã¢â€š¬Ã…¡Ãƒâ€šÃ‚¬ÃƒÆ’…¡Ãƒâہ¡ÃƒÆ’‚¬ÃƒÆ’¢Ã¢Ã¢Ã¢Ã¢â‚¬Å¡Ã‚¬Ãƒâ€¦Ã‚¡ÃƒÆ’‚¬Ãƒâ€Â¦ÃƒÆ’¢Ã¢Ã¢â‚¬Å¡Ã‚¬Ãƒâ€¦Ã¢â‚¬Å“tantalite.

 

Present Application

The Company has entered into a Heads of Agreement with Lithium Age Pty Ltd to acquire its rights to certain mining and exploration interests in the Democratic Republic of Congo held through a Heads of Agreement with 1620 Capital Pty Ltd who in turn is a party to Heads of Agreement with Liberty Mining and Investments SPRL and Cominiere SA. The Company proposes to issue the Consideration Shares in satisfaction of part consideration for the acquisition of the mining and exploration interests. The Consideration Shares are to be issued in three tranches proposed to be no later than 24 months from the date of the meeting to approve the issue of the Consideration Shares.

 

Lithium Age Pty Ltd

Jul 26, 2017 - LITHIUM AGE PTY LTD (ACN# 620 698 026) is Registered and an Australian Proprietary Company Limited By Shares. LITHIUM AGE PTY LTD is located in BURNS BEACH WA 6028

 

Burns Beach is also the address of Mr Sufian and Bilal Ahmad - their address are 13 & 15 Garners Way, Burns Beach. WA. Sufian Ahmad is a directory of Sixty Two Capital

 

1620 Capital Pty Ltd was mention here and suggests Jason Brewer is a "a key principal of 1620"

VTM: Please can you give more background about Red RockÃÆâ€â„¢ÃƒÆ’ƒâہ¡ÃƒÆ’‚¢ÃƒÆ’¢Ã¢Ã¢Ã¢Ã¢â€š¬Ã…¡Ãƒâ€šÃ‚¬ÃƒÆ’…¡Ãƒâہ¡ÃƒÆ’‚¬ÃƒÆ’¢Ã¢Ã¢Ã¢Ã¢â€š¬Ã…¡Ãƒâ€šÃ‚¬ÃƒÆ’…¾Ãƒâہ¡ÃƒÆ’‚¢s relationship with Cobalt Blue and how the deal came about.

 

AB: Cobalt Blue is an Isle of Man vehicle created by the interests of 1620 Capital Pty Ltd of Perth and Exchange Minerals. Jason Brewer, a key principal of 1620, has been known to one of our NEDs for some years and I believe I have come across him. John Boardman we know less well. The key principal of Exchange Minerals, who introduced the transaction, I have known for perhaps seven years and I have a high regard for his experience and reliability.

http://www.valuethemarkets.com/index.php/2...rc-project-rrr/

Princee Kalumba Simba works for 1620 Capital Limited - not sure if it's the same company as 1620 Capital Pty Ltd - https://www.facebook.com/people/Princee-Kal...100012094006034

John Boardman also seems to be associated with 1630 Capital Pty Ltd - note this tweet Replying to @1620Capital New @ECUJoondalupSoc sponsors for 2018 season Many thanks Jason and John @1620Capital 12:32 AM - 25 Mar 2018 from Kuta, Indonesia - https://twitter.com/ECUJoondalupSoc/status/...810408420515841

https://twitter.com/boardo65?lang=en

 

Exchange Minerals appears to be a Dubai company, said to belong to Michael Mihran Shemesian - https://www.theaustralian.com.au/business/l...02042fe527018eb

They are also the largest shareholder in ARV and this form shows their address - http://member.afraccess.com/media?id=CMN:/...RV_01876160.pdf

 

Liberty Mining and Investments SPRL

DAVID MUKENDIProtected Tweets @mukendavid

I am from Congo DRC with a Masters degree in extraction metallurgy. Married and currently working as managing director at Liberty Mining and Investments SPRL

https://gust.com/companies/liberty-mining-a...nvestments-sarl

Company Summary

We are a private owned company. We have acquired a tin/tantalite mining block. We need funds to develop the mine. Gradually we will improve from artisan, to semi mechanised and then to full scale mining. The above mentioned metals are very crucial to mobile phones and many electronic items. This project will create jobs and help improve social welfare of our communities. Also a supply of tin and tantalite to the world market will be guaranteed.

 

About COMINIÃÆâ€â„¢ÃƒÆ’ƒâ€Â ÃƒÆ’¢Ã¢Ã¢â‚¬Å¡Ã‚¬Ãƒ¢Ã¢â‚¬Å¾Ã‚¢ÃƒÆ’ƒÆ’â€Â¹ÃƒƒÂ¢Ãƒ¢Ã¢Ã¢â€š¬Ã…¡Ãƒâ€šÃ‚¬ÃƒÆ’‚ RE SA

COMINIÃÆâ€â„¢ÃƒÆ’ƒâ€Â ÃƒÆ’¢Ã¢Ã¢â‚¬Å¡Ã‚¬Ãƒ¢Ã¢â‚¬Å¾Ã‚¢ÃƒÆ’ƒÆ’â€Â¹ÃƒƒÂ¢Ãƒ¢Ã¢Ã¢â€š¬Ã…¡Ãƒâ€šÃ‚¬ÃƒÆ’‚ RE SA is a private company in which 90% of the share capital is state-owned by the Democratic Republic of Congo ("DRC"), and 10% is owned by L'Institut National de SÃÆâ€â„¢ÃƒÆ’ƒâ€Â ÃƒÆ’¢Ã¢Ã¢â‚¬Å¡Ã‚¬Ãƒ¢Ã¢â‚¬Å¾Ã‚¢ÃƒÆ’ƒÆ’â€Å¡Ãƒƒâہ¡ÃƒÆ’‚©curitÃÆâ€â„¢ÃƒÆ’ƒâ€Â ÃƒÆ’¢Ã¢Ã¢â‚¬Å¡Ã‚¬Ãƒ¢Ã¢â‚¬Å¾Ã‚¢ÃƒÆ’ƒÆ’â€Å¡Ãƒƒâہ¡ÃƒÆ’‚© Sociale du Congo, DRC's largest Social Security and Pension fund. La COMINIÃÆâ€â„¢ÃƒÆ’ƒâ€Â ÃƒÆ’¢Ã¢Ã¢â‚¬Å¡Ã‚¬Ãƒ¢Ã¢â‚¬Å¾Ã‚¢ÃƒÆ’ƒÆ’â€Â¹ÃƒƒÂ¢Ãƒ¢Ã¢Ã¢â€š¬Ã…¡Ãƒâ€šÃ‚¬ÃƒÆ’‚ RE SA's portfolio of mining properties is comprised of over 30 mining claims totaling 12,456 km2, making it one of the largest landowners in the DRC.

 

On their website, under Joint Venture Contracts, they list the tenement PR 12453 but don't show it's "signed" although they may not have had time to update their data

TO COME UP PR 12453 1620 Capital 1620 Capital To be determined Memorandum of Understanding signed in preparation of the JV contract.

https://translate.google.com.au/translate?h...amp;prev=search

Also shows the following - is AIR Resources SA connected to Airguide?

TO COME UP PR 12459 AIR resources SA To be determined Memorandum of Understanding signed in preparation of the JV contract.

 

PR 12459 was listed by AVZ's as part of their of Katanga Regional Projects https://www.asx.com.au/asxpdf/20170127/pdf/...kn8d7ks1dql.pdf

 

Last Top 20 for 4CE as at 31 March 2017 - may have changed somewhat due to CR/dilution since - I've added the italics identifying some of the known players

1 Mr Jihad Malaeb 14,369,673 6.68............. Unit 4/2 Schofiled Streat, Riverwood NSW 2211

2 Syracuse Capital Pty Ltd 6,708,334 3.12 ............. GTT - ]Rocco Tassone Superfund

3 Murdoch Capital Pty Ltd 6,287,324 2.92 ............... GTT / Glovac Super Fund

4 Mr Sufian Ahmad 5,800,000 2.70 ................... Sixty Two Capital Pty Ltd

5 Mr Bin Liu 4,605,150 2.14

6 Mr Paul Gabriel Sharbanee 4,500,000 2.09

7 Boomslang Capital Pty Ltd 4,248,446 1.98

8 DDPEVCIC (WA) Pty Ltd 3,100,049 1.44

9 Chia Park Alpacas Pty Ltd 3,027,450 1.41

10 Mr Stan Kozera +Mrs Christine Elaine Koaera 3,000,000 1.40

11 Mrs Ifrah Nishat 3,000,000 1.40 .............. connected to Sufian Ahmad ÃÆâ€â„¢ÃƒÆ’ƒâہ¡ÃƒÆ’‚¢ÃƒÆ’¢Ã¢Ã¢Ã¢Ã¢â€š¬Ã…¡Ãƒâ€šÃ‚¬ÃƒÆ’…¡Ãƒâہ¡ÃƒÆ’‚¬ÃƒÆ’¢Ã¢Ã¢Ã¢Ã¢â‚¬Å¡Ã‚¬Ãƒâ€¦Ã‚¡ÃƒÆ’‚¬Ãƒâ€Â¦ÃƒÆ’¢Ã¢Ã¢â‚¬Å¡Ã‚¬Ãƒâ€¦Ã¢â‚¬Å“ see SRO

12 Mr Wafa Muhammad Iqbal 2,500,000 1.16

13 Innisfree Australia Pty Ltd 2,474,899 1.15

14 Mounts Bay Investments Pty Ltd 2,419,158 1.13

15 Mr Simon Thomas Serlock Wilding + Mrs Penelope Jane Wilding 2,250,000 1.05

16 Mr Fawzi Kassab 2,200,500 1.02

17 Mr Roger Martinet 2,000,000 0.93

18 Stevsand Holdings Pty Ltd 2,000,000 0.93

19 Mr Damian Cullura 1,875,000 0.87

20 Michael Roby Leu 1,846,250 0.86 Total:

Top 20 holders of ordinary shares (Total) 78,212,233 36.38

Total remaining holders balance 136,745,305 63.62

 

Find it odd that the major shareholder is not the connections of directors - rather one Mr Jihad Malaeb. The address he gives on his substantial shareholder form is apparently this place - http://www.onthehouse.com.au/13659603/4_2_...erwood_nsw_2210

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Something odd about the Top 20 shareholder information/dates being made available.

 

1. Below post shows Top 20 as at 31 March 2017 - as taken from 2016 Annual Report

 

2. Today's 2017 Annual Report shows -Twenty Largest Shareholders as at 23 March 2017 - should this read 23 March 2018? if so not a good look from the Auditors who prepared

The names of the twenty largest holders of quotes equity securities aggregated are listed below:

Rank Name Units % of Issued

Capital

1 Mr Jihad Malaeb 16,374,928 3.90

2 1620 Capital Pty Ltd 15,593,334 3.71

3 Mr Sufian Ahmad 14,650,000 3.49

4 Mr Bilal Ahmad 13,600,000 3.24

5 Threebee Investment Group Pty Ltd 11,000,000 2.62

6 Ms Claudine Louise Maynard 10,010,000 2.38

7 JP Morgan Nominees Australia Limited 8,211,082 1.96

8 Citicorp Nominees Pty Limited 7,820,725 1.86

9 Mr Bin Liu 6,500,000 1.55

10 HSBC Custody Nominees (Australia) Limited 5,012,366 1.19

11 Hoatzin Holdings Pty Ltd 4,875,000 1.16

12 Questzal Nominees Pty Ltd 4,875,000 1.16

13 Mr Viktor Poznik + Mrs Vesna Anna Poznik <Poznik Family A/c> 4,592,560 1.09

14 Atollo Investments Pty Ltd < Atollo Investment A/c> 4,499,935 1.07

15 BAB Super Fund Pty Ltd <BAB Super Fund A/c> 4,400,000 1.05

16 Davy Corp Pty Ltd <Davy Investment A/c> 4,400,000 1.05

17 BNP Paribas Nominees Pty Ltd 4,346,821 1.04

18 Mr Lufunga Mbayo Pelesa 4,250,000 1.01

19 Mr Ilunga Nkulu Sylvie 4,250,000 1.01

20 Mr John Dixon 3,800,000 0.90

Total: Top 20 holders of ordinary shares (Total) 153,061,751 36.45

 

3. Then we have - TOP 20 SHAREHOLDERS AS AT 1ST MARCH 2018 - as per their new website - https://static1.squarespace.com/static/5a1b...March+2018+.pdf

Rank Name Units % of Units

1. 1620 CAPITAL PTY LTD 16,843,334 4.01

2. MR JIHAD MALAEB 16,369,673 3.90

3. MR SUFIAN AHMAD 14,650,000 3.49

4. MR BILAL AHMAD 13,600,000 3.24

5. THREEBEE INVESTMENT GROUP PTY LTD 11,000,000 2.62

6. MS CLAUDINE LOUISE MAYNARD 10,000,000 2.38

7. CITICORP NOMINEES PTY LIMITED 8,260,093 1.97

8. J P MORGAN NOMINEES AUSTRALIA LIMITED 8,193,885 1.95

9. MR BIN LIU 7,000,000 1.67

10. HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 4,928,366 1.17

11. HOATZIN HOLDINGS PTY LTD 4,875,000 1.16

12. QUETZAL NOMINEES PTY LTD 4,875,000 1.16

13. MR VIKTOR POZNIK + MRS VESNA ANNA POZNIK <THE POZNIK FAMILY A/C> 4,592,560 1.09

14. ATTOLLO INVESTMENTS PTY LTD <ATTOLLO INVESTMENT A/C> 4,499,935 1.07

15. BAB SUPER FUND PTY LTD <BAB SUPER FUND A/C> 4,400,000 1.05

16. DAVY CORP PTY LTD <DAVY INVESTMENT A/C> 4,400,000 1.05

17. MR LUFUNGA MBAYO PELESA 4,250,000 1.01

18. MRS ILUNGA NKULU SYLVIE 4,250,000 1.01

19. MR JOHN DIXON 3,800,000 0.90

20. MEDEK INVESTMENTS PTY LTD <MEDEK SUPER FUND A/C> 3,651,010 0.87

Totals: Top 20 holders of ORDINARY FULLY PAID SHARES (TOTAL) 154,438,856 36.78

Total Remaining Holders Balance 265,477,012 63.22

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1620 CAPITAL PTY LTD (per ASIC search) is owned 30% by CLAUDINE MAYNARD, who also holds 10,000,000 shares in her own name and 5,000,000 director options exerciseable at 3.5 cents in the name of JBCM Consulting Pty Ltd (per ASIC search and per 4CE Annual Report), granted to Jason Brewer. CLAUDINE MAYNARD is/was obviously Jason Brewer's wife and nominee (as a little goggling will find). Given Maynard is the shareholder of these Pty Ltd companies and given Jason Brewer has not issued any director holding notices gives the impression they are no longer "associates" and gives the impression Jason Brewer does not have a "relevant interest" per section 608 of the Corporations Act and per the ASX Listing Rules.

 

http://www8.austlii.edu.au/cgi-bin/viewdoc...01172/s608.html

https://www.asx.com.au/documents/rules/gn22...f_interests.pdf

 

:)

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GTT Ventures Pty Ltd appear not connected to 4CE anymore.

 

Their ceasing to be a substantial holder notices shows GTT's Rocco Tassone was selling.

 

Also, GTT's Patrick Glovac received 5 million director options, which he exercised on 11/12/17 and I assume sold (given the Annual Report shows the holders of the remaining 10 million director options are not Glovac).

 

Since the GTT names are not in the recent Top 20s, unless they are in nominee accounts (which is doubtful given they do not have a history of this) they have sold out and moved on.

 

:)

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Thanks - the article.extract of interview I posted below, suggestin - "Jason Brewer, a key principal of 1620, has been known to one of our NEDs for some years" ) by ValueTheMarkets was dated October 13, 2017. Perhaps between then/now "partnerships" have changed, or the person making the statement was not aware..

 

 

 

 

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Yes, well their job is done - onto to the next "venture" no doubt - there's a pattern, as I mentioned below

 

4CE is the former ASX-SOC - a gold explorer the assets of which were spun out of Hudson Resorces and latter taken over by GTT Ventures - http://www.takeovers.gov.au/content/Displa...es/2016/051.htm. The gold assets are being sold off by 4CE to Wildcat Resources P/L and Rock The Polo P/L - an introduction by Mr Charles Thomas of specialist corporate advisory and venture capital firm GTT Ventures Pty Ltd, albeit at a lessor price than SOC paid and spent $$ drilling. Will be interesting to see who eventually ends up with these gold assets, at what price and how they will be promoted..

 

GTT is also involved with SuperNinja's other favourite companie - WFE, AVZ - also MQR (who were fortunate enough to pick up the spun out lithium assets of SOC, now 4CE). GTT is also managing the TAO float, I believe

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I think your inferences are baseless from possibly not being fully informed.

 

GTT Ventures appear related to an earlier attempt to recapitalise the company and take advantage of the gold asset.

 

I did not get the impression GTT Ventures were involved at all in the lithium acquisition because the lithium acquisition vendor shares were allotted to Jason Brewer's wife's company 1620 CAPITAL PTY LTD.

 

GTT's Thomas resigned on 06/03/2017: https://www.asx.com.au/asxpdf/20170306/pdf/...l6fnwfysprm.pdf

 

GTT's Tassone resigned on 28/03/2017: https://www.asx.com.au/asxpdf/20170328/pdf/...3fvnqttlzlg.pdf

 

Darras. Stephens & Smith resigned on 1/06/17: https://www.asx.com.au/asxpdf/20170601/pdf/...nns2t8rxkyh.pdf

 

Brewer & Sanders were appointed on 06/06/2017: https://www.asx.com.au/asxpdf/20170606/pdf/...rmxj02rn5m2.pdf

 

Lithium acquisition was announced on 07/08/2017: https://www.asx.com.au/asxpdf/20170807/pdf/...6mmww50zsns.pdf

 

GTT's Glovac probably stayed on to assist in an orderly transition and resigned on 17/10/17: https://www.asx.com.au/asxpdf/20171017/pdf/...9k1zvww9kv8.pdf

 

:)

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I think your inferences are baseless from possibly not being fully informed.

 

What "inferences"? I gave a bit of a background into SOC, which went onto become 4CE, and GTT's involvement with both. I certainly don't recall suggesting GTT was involved with the lithium acquisition. Please re read my post again. When companies change names, it's difficult for potential shareholders to know the background - hence my comments on SOC and GTT

 

The rest of your post, with links, confirms my comments ->

 

Yes, well their job is done - onto to the next "venture" no doubt - there's a pattern, as I mentioned below

 

You are no doubt aware of GTT's involvement in VKA - if not, here's a reminder below of 1) a shareholder's view at the time (you may recognise that shareholder) and 2) the company's statement at the time. Again, I make no comment/inferences on either.

 

1. Shareholder reaction

]Rocco Tassone & mates http://www.gttventures.com.au/ are after the company & the cash[/u]

Rocco is 4CE, who acquired the nearology ground near AVZ

i have spoken to both directors of VKA & liked them

but this sale of the gold business has been slow

interesting to see what GTT have got to say?

VKA has good asssets

i imagine GTT want the gold cash and would sell the coal and cash up for an acquisition

 

2. Company reaction - https://www.asx.com.au/asxpdf/20170904/pdf/...1klscc0ttff.pdf

]Recent behaviour of GTT[/b]

 

The recent behaviour of GTT gives a clear indication of its intentions.

 

Since becoming a shareholder GTT has approached Viking on several occasions seeking to

influence board decisions. When Viking started receiving completion payments for sale of its

Akoase asset, GTT requested your company invest in its own offered mineral projects. These

proposals were unanimously considered by your Board to be both unsuitable for a listed entity like

Viking and without merit.

 

GTT requested a board seat at a time when it held less than 5% of the CompanyÃÆâ€â„¢ÃƒÆ’ƒâہ¡ÃƒÆ’‚¢ÃƒÆ’¢Ã¢Ã¢Ã¢Ã¢â€š¬Ã…¡Ãƒâ€šÃ‚¬ÃƒÆ’…¡Ãƒâہ¡ÃƒÆ’‚¬ÃƒÆ’¢Ã¢Ã¢Ã¢Ã¢â€š¬Ã…¡Ãƒâ€šÃ‚¬ÃƒÆ’…¾Ãƒâہ¡ÃƒÆ’‚¢s shares.

On 11 August 2017 GTT gave Viking notice pursuant to section 249D of the Corporations Act

requesting a meeting of shareholders be held for:

 

ï‚· the appointment of GTTÃÆâ€â„¢ÃƒÆ’ƒâہ¡ÃƒÆ’‚¢ÃƒÆ’¢Ã¢Ã¢Ã¢Ã¢â€š¬Ã…¡Ãƒâ€šÃ‚¬ÃƒÆ’…¡Ãƒâہ¡ÃƒÆ’‚¬ÃƒÆ’¢Ã¢Ã¢Ã¢Ã¢â€š¬Ã…¡Ãƒâ€šÃ‚¬ÃƒÆ’…¾Ãƒâہ¡ÃƒÆ’‚¢s nominees, Charles Thomas and George Henderson as

directors; and

ï‚· the removal of Jack Gardner and Peter McMickan as directors.

Within a week after issuing its section 249D notice GTT offered to withdraw its request for a

meeting to appoint and remove directors if your board agreed to:

ï‚· appoint its nominee Charles Thomas as a non-executive director, with Mr Thomas to

be paid non-executive directorsÃÆâ€â„¢ÃƒÆ’ƒâہ¡ÃƒÆ’‚¢ÃƒÆ’¢Ã¢Ã¢Ã¢Ã¢â€š¬Ã…¡Ãƒâ€šÃ‚¬ÃƒÆ’…¡Ãƒâہ¡ÃƒÆ’‚¬ÃƒÆ’¢Ã¢Ã¢Ã¢Ã¢â€š¬Ã…¡Ãƒâ€šÃ‚¬ÃƒÆ’…¾Ãƒâہ¡ÃƒÆ’‚¢ fees of $72,000 per annum (well above the current

remuneration for Viking non-executive directors of $25,000 per annum and well

above market rates for comparable companies);

ï‚· engage GTT Ventures Pty Ltd, a corporate advisory company associated with GTT, to

advise Viking on ÃÆâ€â„¢ÃƒÆ’ƒâہ¡ÃƒÆ’‚¢ÃƒÆ’¢Ã¢Ã¢Ã¢Ã¢â€š¬Ã…¡Ãƒâ€šÃ‚¬ÃƒÆ’…¡Ãƒâہ¡ÃƒÆ’‚¬ÃƒÆ’â€Â¦ÃƒƒÂ¢Ãƒ¢Ã¢Ã¢â€š¬Ã…¡Ãƒâ€šÃ‚¬ÃƒÆ’…âہ“marketingÃÆâ€â„¢ÃƒÆ’ƒâہ¡ÃƒÆ’‚¢ÃƒÆ’¢Ã¢Ã¢Ã¢Ã¢â€š¬Ã…¡Ãƒâ€šÃ‚¬ÃƒÆ’…¡Ãƒâہ¡ÃƒÆ’‚¬ÃƒÆ’â€Å¡Ãƒƒâہ¡ÃƒÆ’‚ itself for a fee of $10,000 per month for 6 months;

ï‚· pay a 1% management fee on any shares issued to GTT or its associates;

ï‚· pay a 5% capital raising fee on the value of any shares issued to GTT or its associates;

ï‚· pay a finderÃÆâ€â„¢ÃƒÆ’ƒâہ¡ÃƒÆ’‚¢ÃƒÆ’¢Ã¢Ã¢Ã¢Ã¢â€š¬Ã…¡Ãƒâ€šÃ‚¬ÃƒÆ’…¡Ãƒâہ¡ÃƒÆ’‚¬ÃƒÆ’¢Ã¢Ã¢Ã¢Ã¢â€š¬Ã…¡Ãƒâ€šÃ‚¬ÃƒÆ’…¾Ãƒâہ¡ÃƒÆ’‚¢s fee of 10% on any project consideration (cash or shares including future

milestone payments) for projects introduced by GTT;

ï‚· pay all expenses of GTT, including legal fees; and

ï‚· indemnify GTT and its directors against any claims deriving from their actions.

 

Your Board unanimously rejected this proposal, particularly because these fees were considered

excessive and not in the best interests of Viking and the majority of its shareholders.

 

Lack of experience of GTTÃÆâ€â„¢ÃƒÆ’ƒâہ¡ÃƒÆ’‚¢ÃƒÆ’¢Ã¢Ã¢Ã¢Ã¢â€š¬Ã…¡Ãƒâ€šÃ‚¬ÃƒÆ’…¡Ãƒâہ¡ÃƒÆ’‚¬ÃƒÆ’¢Ã¢Ã¢Ã¢Ã¢â€š¬Ã…¡Ãƒâ€šÃ‚¬ÃƒÆ’…¾Ãƒâہ¡ÃƒÆ’‚¢s nominees

The Viking Board do not consider that Messrs Thomas and Henderson have the technical, mining

and exploration experience relevant to operating and managing a mining exploration company that

matches the experience of Jack Gardner and Peter McMickan, as outlined in the Explanatory

Statement accompanying the Notice of Meeting.

 

In addition to their apparent lack of relevant technical, mining and exploration experience, your

Board also considers that neither Mr Thomas nor Mr Henderson would be able to manage Viking

on a full time basis as:

 

ï‚· Mr Thomas is already the managing director of another ASX-listed company and an

executive director of GTT Ventures, a corporate advisory company, whose directors

and shareholders comprise Charles Thomas, Rocco Tassone and Patrick Glovac; and

ï‚· Mr Henderson is the partner of a law firm.

 

In July 2016, the Australian Takeovers Panel made a declaration of ÃÆâ€â„¢ÃƒÆ’ƒâہ¡ÃƒÆ’‚¢ÃƒÆ’¢Ã¢Ã¢Ã¢Ã¢â€š¬Ã…¡Ãƒâ€šÃ‚¬ÃƒÆ’…¡Ãƒâہ¡ÃƒÆ’‚¬ÃƒÆ’â€Â¦ÃƒƒÂ¢Ãƒ¢Ã¢Ã¢â€š¬Ã…¡Ãƒâ€šÃ‚¬ÃƒÆ’…âہ“unacceptable circumstancesÃÆâ€â„¢ÃƒÆ’ƒâہ¡ÃƒÆ’‚¢ÃƒÆ’¢Ã¢Ã¢Ã¢Ã¢â€š¬Ã…¡Ãƒâ€šÃ‚¬ÃƒÆ’…¡Ãƒâہ¡ÃƒÆ’‚¬ÃƒÆ’â€Å¡Ãƒƒâہ¡ÃƒÆ’‚ÂÂ

against Charles Thomas, Rocco Tassone and Patrick Glovac, the three directors of GTT, and their

associates, in relation to the affairs of Sovereign Gold Company Limited. This declaration related

to undisclosed associations and the non-filing of required substantial shareholder notices.

 

This declaration resulted in ASIC undertaking a forced sale of Sovereign Gold shares held by the

private companies controlled by Messrs Thomas and Tassone.

https://www.asx.com.au/asxpdf/20170904/pdf/...1klscc0ttff.pdf

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