Concerned Shareholder Issues a Letter to Besra Gold Inc. Shareholders, Warns of Significant Corporate Governance Failures
2024年6月17日 - 3:31PM
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 hq@besra.com.
Shareholders may reach Peregrine Cust
at
besraincrisis@hotmail.com.
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.