Zara Response to Visible Defence
2013年6月26日 - 8:09AM
Zara Resources Inc. (CNSX:ZRI) ("Zara") states that the press
release made today by the Directors of Visible Gold Mines Inc.
(TSX-V:VGD) ("Visible") is pitiful.
"The Visible directors are unable to defend their
appalling record of a 96% decline in the Visible share price while
they received $769,585 in fees and wasted over $12,000,000 of
shareholders' funds, so they have resorted to inaccurate
mud-slinging. After 15 days of deliberations they have made no
effort to explain their record of mismanagement, but instead they
have tried to change the subject. They have also ignored the fact
that I have requisitioned a Special Meeting of Visible shareholders
to replace the existing directors. Visible shareholders have every
reason to either tender their shares to Zara or vote to replace the
Visible directors with Zara nominees," commented Danny Wettreich,
the CEO of Zara.
"In their desperation the Visible directors have also disparaged
the CNSX," continued Danny Wettreich. Commenting on the statement
in the Visible press release that "CNSX …offers less protection to
Visible Gold Mines shareholders as it is less regulated,"
CNSX Markets Inc. CEO Richard Carleton said, "CNSX
Markets is a recognized stock exchange which is regulated in the
same manner as the other equity exchanges in Canada. Activity on
all exchanges trading equities is regulated by the Investment
Industry Regulatory Organization of Canada (IIROC). IIROC also
administers the Timely Disclosure Policies of the exchanges,
including reviewing press releases by listed companies. Other
marketplace operations are under the direct oversight of the
responsible provincial securities regulator: the Ontario Securities
Commission for the Toronto Stock Exchange and CNSX, and the BC and
Alberta securities commissions for the TSX Venture Exchange."
Danny Wettreich continued, "The Visible directors have also
tried to scare Visible shareholders by describing the Zara Offer as
a 'Mini-Tender Offer' over which they claim that Canadian
Securities Administrators have expressed concerns. This is
pure misinformation." The Zara Offer is not a Mini-Tender
Offer. Zara's offer to purchase shares of Visible is a proper
tender offer made for up to 19.9% of Visible shares at an above
market premium price coupled with a demand for changes to Visible
management. Zara is an activist investor seeking to enhance
shareholder value by replacing ineffectual and self-serving
management. Visible shareholders taking time to read both OSC and
SEC information will immediately conclude Visible management is
resorting to mischaracterizing the Offer to avoid addressing their
own shortcomings. This latest example is yet another good reason
for Visible shareholders to tender to the Zara offer and support
the removal of current Visible directors.
Reasons why Visible shareholders SHOULD tender their
shares to Zara
Since becoming publicly listed in December 2012, Zara has:
- Acquired 100% of Riverbank nickel-copper property from Melkior
Resources Inc
- Acquired 100% of Pigeon River nickel-copper property from Pele
Mountain Resources Inc
- Acquired 100% of Forge Lake gold property from Hudson River
Minerals Inc
- Paid for all these acquisitions by issuing $1,351,011 of
securities of Zara, demonstrating that these unrelated public
companies all perceive investing in Zara is attractive for their
shareholders
- Made a dividend to Zara shareholders of stock in a new public
company owning the Riverbank property
- Appointed a world class geologist to its board of directors who
has subscribed for Zara shares in a private placement at $0.12 per
share
All this has been achieved in 6 months by the dynamic,
aggressive and experienced management of Zara. That should be
compared with the appalling 6 year record of decline and waste by
Visible management, which is reflected in most Visible shareholders
losing nearly all of their investment.
Reasons why Visible shareholders SHOULD replace the
current Visible directors with Zara nominees
- During the last 3 years current Visible directors have received
$769,585 in fees while overseeing a collapse in the Visible share
price by 96%
- These fees continue to be paid to Visible directors despite the
directors having admitted that the company is inactive
- Before the Zara offer was announced, other than statutory
filings, Visible directors had not communicated with their
shareholders since January 15, 2013…almost 6 months.
- Since December 2010 Visible directors have spent over
$12,000,000 of shareholder funds without any commercially viable
gold being identified
- The current Visible directors have stated that "…a
significantly depressed share price provides the Corporation with
few alternatives other than to significantly reduce its exploration
activities". Clearly the Visible directors are doing nothing, and
do not know how to make Visible shareholders whole again.
- Faced with the Zara Offer and the forthcoming Special Meeting
the Visible directors have made no attempt to justify their
performance, which admittedly is awful, but instead have resorted
to disparaging Zara.
- Zara nominees are quality experienced management that will
reinvigorate Visible assets and make maximum use of those assets
for the benefit of Visible shareholders
- The New Board will review all properties of Visible and decide
which projects should be focused on and which should be sold, joint
ventured or allowed to lapse
- The New Board will focus intently on developing the primary
gold project of Visible, namely the 60% owned Break Project
previously owned by Cadillac.
- The New Board will seek to delist Visible from the TSXV and
list on the CNSX which will substantially reduce the cost of
maintaining the public listing of Visible, as well as enabling
future business transactions to occur more promptly and
cheaply.
- The New Board will focus upon enhancing shareholder value by
seeking acquisition and merger candidates to diversify Visible's
project portfolio
- The New Board will communicate regularly with shareholders so
that they are kept fully informed as to the progress and prospects
of their investment in Visible.
To improve the value of their investment, Visible shareholders
should either tender their shares to Zara or support Zara's
nominees for the proposed new board of directors. More information
is available at www.ZaraVisibleSupportTheNewBoard.com
About Zara Resources
Zara is a Toronto based mineral company developing its Forge
Lake gold project and its Pigeon River nickel-copper project in
Ontario, Canada. It continues to seek the acquisition of other
Canadian natural resource properties.
Forward-Looking Information: This press release
may include forward-looking information within the meaning of
Canadian securities legislation, concerning the business and
trading in the common stock of Zara Resources Inc. The
forward-looking information is based on certain key expectations
and assumptions made by the company's management. Although the
company believes that the expectations and assumptions on which
such forward-looking information is based are reasonable, undue
reliance should not be placed on the forward-looking information
because the company can give no assurance that they will prove to
be correct. These forward-looking statements are made as of the
date of this press release and the company disclaims any intent or
obligation to update publicly any forward-looking information,
whether as a result of new information, future events or results or
otherwise, other than as required by applicable securities
laws.
The CNSX has not reviewed, approved or disapproved the content
of this press release
CONTACT: For more information
please see www.ZaraResourcesInc.com
or contact Danny Wettreich at (647) 931 9775
or dw@zararesourcesinc.com
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