Capricorn board topples, top management retreats
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Two shareholders have succeeded in spilling the board of Capricorn Metals (ASX:CMM), a move that has also now prompted the emerging gold producer’s managing director and CFO to quit.
Two shareholders, Neon Capital and Nero Resource Fund, demanded Capricorn call a meeting for shareholders to vote on getting rid of three directors.
Chair Debra Bakker and directors Geoff Rogers and Peter Benjamin were evicted, with 54 per cent of shareholders voting to oust Ms Bakker and Mr Rogers, and nearly 56 per cent voting to get rid of Mr Benjamin.
Neon and Nero succeeded in getting two of their three nominees board seats, with shareholders voting in favour of the appointment of Timothy Kestell and Douglas Jendry.
Now managing director Warren Hallam, who had only been in the role since February 18, and CFO Jonathon Shellabear have also left Capricorn.
Prior to Tuesday’s meeting, the board had only been in place since the “refresh” in November last year, which Capricorn said was supported by a very large percentage of shareholders.
Capricorn told shareholders last month that it had engaged in talks with Neon and Nero to gain more insight and detail regarding their plans.
“It appears that Neon, Nero and some of the supporting shareholders believe that the proposed new board members, together with their supporters will be able to put in place a better team to promptly maximise value for shareholders than the current board,” Capricorn said in a letter to shareholders in February.
Capricorn said it did not agree and that it found the “lack of specifics frustrating”.
The company was previously the subject of an $85.2m all-scrip takeover bid by gold producer Regis Resources (ASX:RRL) — a bid the Capricorn board was in favour of.
However, Capricorn’s largest shareholder Hawke’s Point, which had an 18.9 per cent stake at the time, said that it would not support the proposal.
But other substantial shareholders were planning to support the deal.
Mark Clark, the chairman of Regis at the time the takeover bid was rejected, told Stockhead in early October last year that there were clearly opposing views between the major shareholder and Capricorn’s board.
“I’m probably limited in what I can say other than their view of geology and their view of value is seen to be completely different to our view — and to be honest it seemed it was materially different from the company’s own board’s view and the market’s view,” he said.
“They’re completely entitled to that view, but I think it’s mostly around project potential, geology and ultimately valuation.”
Following the failed takeover bid, Capricorn decided to beef up its board and management to support its transition from explorer to producer.
The company is advancing its Karlawinda gold project in WA towards production and recently locked in $107m in project funding.