MFGCF - MUDDY WATERS INTENDS TO RECONSTITUTE BOARD OF DIRECTORS OF MAYFAIR GOLD CORP. | Benzinga
AUSTIN, Texas, March 19, 2024 /CNW/ - Muddy Waters Capital LLC ("Muddy Waters") announced today that it has lost confidence in the board of directors (the "Board") of Mayfair Gold Corp. ("Mayfair" or the "Company") (TSXV:MFG) (OTCQB:MFGCF). Muddy Waters intends to solicit proxies from securityholders of Mayfair for the purpose of reconstituting the Board and, accordingly, is ceasing to rely on the alternative monthly report system in respect of Mayfair.
Carson Block, Founder and Chief Investment Officer of Muddy Waters, stated "The conduct of the Board has raised serious concerns that we believe must be addressed promptly. For example, repeated delays on a number of key objectives appear to have been met with uncertainty about how to proceed. This has eroded our confidence in the ability of the Board to set realistic goals, establish key strategic targets and align management with those outcomes. In addition, we have significant concerns regarding the excessive distribution of options, which we have repeatedly raised with the Company. We further understand that over the past few months, the Board has resisted granting a seat on the Board to one of the Company's largest shareholders, raising concerns regarding entrenchment, which is antithetical to our belief that key shareholders of issuers are entitled to board representation absent clear evidence that they will not act in the best interests of the company."
Muddy Waters has sought to resolve this matter privately and amicably but to no avail. As a result, Muddy Waters intends to consider, at a minimum, replacing Mr. Harry Pokrandt and adding one additional director. Muddy Waters may also seek additional changes to the Board in order to enhance shareholder value. Muddy Waters will pursue any and all options to achieve its goals on behalf of all shareholders, including requisitioning a meeting of shareholders to be held no later than June 5, 2024 (the "Meeting").
As of the date of this news release, Muddy Waters, on behalf of certain investment funds managed by it, exercises control and direction over an aggregate of 14,724,819 Mayfair shares that, together with 592,174 shares held by Freddy Brick and 1,503,232 shares over which Darren McLean exercises control and direction, represents approximately 16.77% of the 100,296,007 issued and outstanding shares of Mayfair based on the Management's Discussion and Analysis of the Company for the three and nine months ended September 30, 2023. Freddy Brick, a partner at Muddy Waters, is a joint actor with Muddy Waters. Darren McLean, a consultant to Muddy Waters, may be considered to be acting jointly or in concert with Muddy Waters. Under the terms of the consulting agreement between Darren McLean and Muddy Waters, Mr. McLean may be entitled to a share of the profits realized by Muddy Waters on the disposition of shares held by Muddy Waters.
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