On January 26, 2012, three dissident directors of Argonaut Exploration Inc. (“the Company” or “Argonaut”; ‘AGA’ TSX-Venture exchange) delivered to shareholders an information circular, accompanied by a cover letter dated January 24, 2012 (“the Dissident Materials”), representing the views of the Dissident Directors, being Ray Cook, Brad Bakuska and Tell Stephen.
The majority of the board (comprising Craig Bentham, David Blann, Charles Chebry, and Dale Hansen) and David Jensen, Argonaut’s CEO are very concerned that these documents, that we believe to contain materially inaccurate and materially misleading information, are being utilized in an effort that may inappropriately secure proxy voting rights from shareholders for the dissident side at the upcoming Annual General and Special Meeting (“AGM”) to be held on February 14, 2012.
The following is a list of items from the Dissident Directors that the Company believes represent materially inaccurate and/or materially misleading information contained in the Dissident Materials distributed to shareholders of the Company. A more complete itemized list will be posted to the Company’s website.
-Former CEO Ray Cook voted FOR the Company’s proposed $500,000 financing (“Financing”) of 10 million units (each unit being one share priced at $0.05 and one full warrant exercisable at $0.10 for 18 months from issue) and its terms at a January 7, 2012 directors meeting of the Company. In the Dissident Materials, the Dissident Directors repeatedly refer to the Financing as “highly dilutive” implying that it is injurious to shareholders of the Company. In fact, Mr. Cook voted for the Financing and its terms at the January 7 directors meeting. Since the Financing was announced, the price of shares of the Company has increased and, with the Financing’s closing, the Company’s financial position has been stabilized.
-Shareholders will NOT be diluted by 61.5% due to the recent financing. The Dissident Materials are materially false and materially misleading in stating that shareholders will be diluted by 61.5% if the $0.10 warrants from the Financing are exercised. Prior to the Financing, the Company had 32.5 million shares issued and outstanding and 47.7 million shares on a fully diluted basis. 10 million new shares have been issued representing a dilution of 23.5% of the share base while the share price of Argonaut has increased to $0.08 bid on February 7, 2012 from $0.045 bid on January 7, 2012 before the Financing. The Dissident Directors propose a narrow scenario in the Dissident Materials that assumes that the newly issued 10 million $0.10 warrants are also exercised (which they fail to acknowledge would result in the Company receiving an additional $1.0 million in total additional cash funding to advance its new strategic plan) but assume no other options or warrants outstanding are exercised giving the Company an issued and outstanding share base of 52.5 million shares. Even if that occurred, the hypothetical total increase in shares from 32.5 million shares to 52.5 million shares outstanding proposed by the Dissident Directors represents a total dilution of 38.1% of the Company’s share capital and NOT a 61.5% dilution as the Dissident Directors allege. It is the intention of management to increase the share price well above $0.10 with the current turnaround plan that can now be implemented with completion of the Financing.
-The TSX did NOT judge actions by the majority of the board or by the Company with respect to the Financing. In the second paragraph of the Dissident Materials, the Dissident Directors states that “the methods and timing employed by the Collaborating Directors led to the TSX Venture Exchange delaying their approval of the financing until after the Meeting’s record date of January 13, 2012.” The facts are that the TSX was prepared to approve the Financing prior to the record date of the AGM on the condition that the minutes from the January 7, 2012 directors meeting approving the Financing be unanimously approved by all directors. Contrary to clear minutes that were circulated by the January 7 meeting chair, Ray Cook circulated elaborate and lengthy minutes on which unanimous agreement could not be reached. By introducing minutes that were contentious, Mr. Cook himself scuttled the closing of the first tranche of the Financing thereby disenfranchising some subscribers to the Financing from voting at the AGM.
-The financing was NOT “selectively controlled”. The Dissident Materials also refer to the Financing as “selectively controlled” implying that not all qualified investors could participate in the Financing. In fact, no investors who wished to participate and confirmed interest to the undersigned before the financing close in the Financing were rejected. In a news release announcing the Financing on January 10, 2012, the e-mail address and telephone number of the Company’s CEO David Jensen were included allowing any interested participant to contact him and participate in the Financing. None of the Dissident Directors expressed an interest in participating in the Financing nor did they even suggest any potential investors – including existing shareholders – to help stabilize the Company’s finances.
-The undersigned majority of the Board have acted WITH integrity in the matter of Ray Cook’s dismissal and in all matters related to the Company. The Dissident Materials accuse the undersigned majority of the Board of having shown that they lack the integrity and commitment required to successfully lead Argonaut. The majority of the Board have acted with integrity and commitment and in the best interests of the Corporation to stabilize Argonaut and allow its value to be developed under new management.
-Ray Cook was NOT dismissed as President and CEO by the Board of Argonaut in November 2011 for the benefit of the Directors. The Dissident Materials state that Ray Cook was dismissed allowing “the [Directors] to take control of the valuable Properties held by the Corporation.” Ray Cook was dismissed by the Board in what they believed was the best interests of the Corporation due to the distressed state the Corporation had entered under Mr. Cook’s leadership.
-Concerns regarding Ray Cook’s stewardship of Argonaut Exploration are NOT news to him. Mr. Cook was aware of concerns regarding his high cost and high risk surface drilling program of the historic Columario underground mine. In June of 2011, concerns were expressed to Mr. Cook regarding his plans for a general surface drilling program of the historic high grade Columario gold and silver mine by the undersigned Mr. Jensen after Charles Chebry became concerned regarding the direction that Mr. Cook was taking. In fact, Mr. Cook had discussions with David Jensen and other board members in June and July of 2011 regarding the inadvisability of expending Argonaut’s limited resources on a high-risk drilling program that cost the Company $600,800 in direct costs using up most of the Company’s working capital on a high-risk program and also resulting in the loss of valuable market momentum. Mr. Cook was not dismissed because of a “coup” that was planned for “many months”. Mr. Cook was dismissed because choices that he made consumed the Company’s valuable resources and distressed the Company.
-The Market has voted on Mr. Cook’s Management of Argonaut – The Dissident Materials state that “Mr. Cook is an experienced professional that [sic] has successfully participated in the management of resource companies and potential mining operations.” Mr. Cook has spent most of his recent career working in the oil and gas industry. Other than Argonaut Exploration, the Company is only aware of one other publicly traded company for which Mr. Cook has had a role as an officer or director and that was for Alberta Stock Exchange listed Cedarmine Resources where he was a founder and director and Secretary-Treasurer. Cedarmine was cease-traded on February 9, 1994 for failure to file financial statements and delisted on May 17, 1994 for failure to maintain minimum listing requirements. Argonaut Exploration’s stock price declined from a high of $0.20 trading down to $0.04 and ending thinly traded with a bid of $0.05 over the final 18 months prior to Mr. Cook’s dismissal.
The Dissident Directors are proposing to bring back the old management of Ray Cook along with two new directors in Jeffrey Dawson, whose primary occupation is operating a life insurance agency, and Oleh Wowkodaw who manages SilverStar Management Inc. which provides consulting services to the oil and gas industry.
At the AGM, shareholders of Argonaut Exploration face a choice between a return to the old management team or the addition of new management and directors to the Company who have a record of current and successful management of hard rock mining companies in British Columbia.
We believe that Argonaut Exploration and its shareholder investors can have a promising future led by new C.E.O. David Jensen and with the addition of Roland Tosney and Shane Uren to the Board as well as the return to the Board of Craig Bentham, David Blann, Charles Chebry, and Dale Hansen.
Sincerely on behalf of the Company,
David Jensen, P.Eng., CEO Dale Hansen, C.M.A., CFO & Director
Craig Bentham, Director David Blann P.Eng., Director Charles Chebry, C.M.A., Director
Shares of Argonaut Exploration held by the above as of February 7, 2012:
David Jensen 380,000
Dale Hansen 360,000
Craig Bentham 275,000
David Blann 89,000
Charles Chebry 5,278,500
A detailed response to the Dissident Materials will be posted on the Company’s website however, in the interests of time, the Company felt it important that an abbreviated response be provided to Argonaut’s investors.
This news release is not a solicitation of proxies by management of the Company. Copies of the Company’s management information circular and proxy materials, which solicit proxies on behalf of management, can be found at www.sedar.com .
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.