MFGCF - MUDDY WATERS RELEASES LETTER TO MAYFAIR GOLD SHAREHOLDERS | Benzinga
- Shareholders holding well over 50% of the outstanding Mayfair shares express support for Muddy Waters
AUSTIN, Texas, April 2, 2024 /CNW/ - Muddy Waters Capital LLC ("Muddy Waters") confirms today it has requisitioned a meeting (the "Meeting") of shareholders of Mayfair Gold Corp. ("Mayfair" or the "Company") (TSXV:MFG) (OTCQB: MFGCF), to be held no later than June 5, 2024, for the purpose of reconstituting the board of directors of Mayfair (the "Board") by removing each of Messrs. Harry Pokrandt, Patrick Evans, Douglas Cater and Christopher Reynolds and electing four new independent directors (the "Shareholder Nominees"). Muddy Waters also releases a letter to Mayfair shareholders, the text of which is set out below.
April 2, 2024
To Shareholders,
Since our initial March 19, 2024 press release, we have received support from shareholders who, combined with our holdings, exceed 50% of the shares in Mayfair. With this development, we gave the Board additional time hoping to resolve this quickly. Instead, they have further dug in and so we are now calling for the removal of all directors. In our view, fighting against a voting majority of shareholders is the highest form of entrenchment.
We are undeterred by the recent actions of directors and we remain confident as ever in both the future of the Company, as well as the exceptional quality of Mayfair's Fenn-Gib project. Contrary to what the Board may believe, the rocks in the ground will withstand their departure.
Initially, we requested that only one member of the Board step down, and to appoint a Muddy Waters representative as Chairman. We also asked to appoint a second individual who could help Mayfair with immediate technical needs.
Our trust in the Board had deteriorated over the previous four months. We were unimpressed when they depleted the options pool of the Company after only two years of being public. We understand that numerous other large shareholders voiced similar frustration. After we had shared our concerns, the Board responded defiantly and pointed the finger back at us suggesting our complaints would compel them to increase pay for the directors and management. They had performed an internal compensation review, and argued that contrary to shareholders' beliefs, they were actually underpaid and now required raises. Amidst a backdrop of rising tensions, Mayfair informed us a founder of the Company exercised a nomination right he held to join the Board, but they planned to deny him a seat.
Increasingly, the Board's actions appeared to be motivated by fear of oversight. Our patience ran out, and the Chairman's seat needed to be occupied by somebody whom shareholders trusted.
The Board has attempted to justify its actions and criticize ours. There is no way to justify how, after a majority of shareholders gave us their support, directors have chosen to lock themselves in the boardroom rather than listen.
Among the shareholders who have expressed support for our actions are some who founded the Company and who welcomed current directors into their roles. Others include ones who repeatedly financed Mayfair at rising prices through non-brokered placements, while also buying stock in the market.
These shareholders are independently aware of the actions taken by current directors. They are placing their trust in us.
After all, it is difficult to trust a Board who this past Wednesday attempted to bury the resignation of one of the founding and largest individual shareholders in the fourth and final paragraph of a press release titled, "Mayfair Gold Initiates Pre-Feasibility Study for Fenn-Gib Gold Project".
This is why shareholders have votes. They are meant to be heard.
To the Board of Mayfair, you have lost your way.
Sincerely,
Darren McLean
As set out in the requisition filed with the Company, the Shareholder Nominees are Carson Block, Freddy Brick, Anthony Jew and Darren McLean. A ...