MELBOURNE, Australia and TORONTO, June 17, 2024 (GLOBE NEWSWIRE) --
Dear Fellow Shareholders of Besra Gold Inc.:
I am a significant shareholder of Besra Gold Inc. (“Besra”), holding more than five percent of the CDIs on issue. This letter shares my serious concerns regarding Besra’s management.
Having been invested in Besra for nearly 15 years, I am no activist shareholder seizing an opportunity. Rather, it is Quantum Metals Recovery Inc. (“Quantum”) that has effectively taken over Besra, by dominating Besra’s Board and forcing its interests to take precedence.
Besra’s recent announcements and disclosures are full of misleading statements and omissions about Besra’s relationship with Quantum, yet the Board refuses to engage with other shareholders. Besra’s directors have breached their duties and lost all legitimacy.
All shareholders should note the following developments:
- Mr. Dato Lim is the founder and chairman of Quantum. Mr. Lee is a director of an affiliate of Quantum and a close associate of Mr. Dato Lim. Together, they control the Board. Besra recently announced that Mr. Lee had been appointed as an executive director and Mr. Dato Lim had switched to a non-executive director. This pays lip service to the meaning of independence, since both Mr. Dato Lim and Mr. Lee are inextricably connected with Quantum.
- There is no explanation for the Board failing to appoint independent directors to provide the oversight that shareholders expect, and the law demands.
- This failure in corporate governance is emphasized by the Board’s handling of Besra’s relationship with Quantum. Notably, Quantum has failed to remit funds to Besra under the Gold Purchase Agreement announced on May 9, 2023 (the “GPA”). Besra is entirely dependent on Quantum to fund its operations through the GPA. Mr. Dato Lim and Mr. Lee, in a clear conflict of interest, control both sides of Besra’s most significant relationship to the detriment of other shareholders.
- As required by law, directors with an interest in the GPA cannot take part in decision-making relating to the GPA or count toward quorum for such decisions. Mr. Dato Lim and Mr. Lee have brazenly ignored this. How could the Board be acting in the best interest of Besra if it is not properly constituted for its currently most pressing concern?
- Because Quantum nominated directors control the Board, the nomination by Besra of future directors is dictated by Quantum, entrenching its control further.
- Nine months since Besra’s former CEO stepped back, and there is no timeline to recruit a qualified leader. At this critical stage, this is an unacceptable risk to Besra’s plans and shareholder value. This is an outrageous position for a public company to be in. The Board is incapable of managing a company of this nature.
- Blatant cronyism and conflicts have been normalized by the Board. Significant management control has been outsourced to Noblemen Ventures Pty Ltd. (“Noblemen”), the investment advisory firm that brokered the GPA. Shareholders should be alarmed that a firm known for its prior dealings with Quantum and its chairman, and with no industry experience, acts in place of a CEO. Management needs to be accountable to Besra, not to a single shareholder.
- Further, Noblemen has been granted a substantial share option package – what value creation has justified this?
All shareholders deserve to see their interests represented on the Board. Truly independent directors provide needed oversight. To achieve reconstitution of the Board, I offered to join as an independent director. I was summarily rejected – Mr. Dato Lim and Mr. Lee wish to maintain their improper control of Besra, and they will thwart attempts to make them accountable to non-Quantum shareholders.
As a result, Besra has become a captive entity of Quantum, and the Board has failed in its duties to the majority of Besra’s shareholders.
As a fellow shareholder I want to see our investment grow, rather than be destroyed by a Board rife with conflicts and governance failures. I am not soliciting any support in connection with a future shareholder meeting. I simply want to ensure you understand key facts about Besra, including the reasons behind the Board’s persistent failure to act in accordance with prevailing standard of good corporate governance.
Should you want to contact the Board or engage in a shareholder-to-shareholder conversation, please refer to the details at the end of this letter.
Yours truly,
Peregrine Cust
This letter has been endorsed by Bernie Högel, a significant and long-term shareholder of Besra holding almost five percent of the CDIs on issue.
Shareholders can privately contact Besra and request that their feedback be shared with the full Board by emailing [email protected].
Shareholders may reach Peregrine Cust at [email protected].
No Solicitation
This press release is for informational purposes only and is not a solicitation of proxies. If Peregrine Cust determines to solicit proxies in respect of any meeting of shareholders of the Company, any such solicitation will be undertaken by way of an information circular or as otherwise permitted by applicable corporate and securities laws.
Disclaimer for Forward-Looking Information
Certain information in this news release may constitute “forward-looking information” within the meaning of applicable securities legislation. Forward-looking statements and information generally can be identified by the use of forward-looking terminology such as “outlook,” “objective,” “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “should,” “plans,” “continue,” or similar expressions suggesting future outcomes or events. Forward-looking information in this news release may include, but is not limited to, statements of Peregrine Cust regarding (i) how he intends to exercise his legal rights as a shareholder of the Company, and (ii) his plans to make changes at the Board and management of the Company.
Although Peregrine Cust believes that the expectations reflected in any such forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. Such forward-looking statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements including, without limitation, the risks that (i) the Company may use tactics to thwart the rights of Peregrine Cust as a shareholder and (ii) the actions being proposed and the changes being demanded by Peregrine Cust may not take place for any reason whatsoever. Except as required by law, Peregrine Cust does not intend to update these forward-looking statements.
