K2 & Associates Investment Management Inc. Requisitions Shareholder Meeting of GT Gold Corp.

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  Board missteps led by non-independent Executive Chairman, Ashwath Mehra, significantly impeding GT Gold’s ability to realize its full potential
  
  
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  Proper board leadership and independent governance urgently needed to unlock material trapped shareholder value
  
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  K2 remains fully supportive of the current CEO and CFO
  
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  K2 nominating five highly qualified directors with a track record of value creation to focus on shareholder value and aligning directors’ interests with all shareholders
  

TORONTO, Dec. 15, 2020 (GLOBE NEWSWIRE) — K2 & Associates Investment Management Inc. (“K2”), one of the largest shareholders of GT Gold Corp. (“GT Gold” or the “Company”), holding over 11% of the Company’s shares, announced today that it has requisitioned the GT Gold board of directors (the “Board”) to call a meeting of GT Gold shareholders (the “Requisition”) for the purposes of, among other things, reconstituting the Board with the removal of three incumbent directors and the appointment of five highly qualified and truly independent directors. In addition, K2 has requested that the Company terminate the position of Executive Chairman currently held by Ashwath Mehra and appoint a customary independent chairman of the Board.

K2 has been a long-term shareholder of GT Gold since 2018, during which period, GT Gold has been under the leadership of non-independent Executive Chairman, Ashwath Mehra. K2 has patiently engaged with the Board and management, providing management and members of the Board with advice and access to extensive resources in respect of technical, financial and strategic matters. K2 was initially attracted to GT Gold by the discovery of Saddle North on their Tatogga Project as we believed that the Company was, and continues to be, substantially undervalued vis-à-vis its peers and other companies making a major discovery, or advancing a major asset in the same vein as GT Gold.

As long-term shareholders, K2 has lost faith in its Executive Chairman, Mr. Mehra, as well as lead director, James Rutherford, who have failed to implement effective governance. We believe the current Board, led by Mr. Mehra and Mr. Rutherford, have repeatedly failed to act in the best interest of all shareholders. Importantly, K2 remains fully supportive of current CEO Paul Harbidge, and CFO Shawn Campbell whose skillsets and professional integrity we consider vital for the Company going forward.

Time and again, K2 has witnessed and/or been notified of a litany of observed and apparent self-serving actions benefitting Mr. Mehra’s private interests to the detriment of GT Gold’s independent shareholders and entrenching Mr. Mehra in his role with the Company. Co-incidentally, and often related to such incidents, Mr. Mehra has overseen numerous missteps with regards to financings, strategic decisions, corporate governance, and shareholder communications, significantly eroding shareholder value that we believe could have been achieved.

Our primary concern is the lack of true independent governance at GT Gold and a failure of the independent directors, led by Mr. Rutherford, to counterbalance the over-arching control of the non-independent Executive Chairman, Mr. Mehra. These failures have led to lost opportunities to maximize shareholder value. In our opinion, unless the deficient governance at GT Gold is drastically improved, Mr. Mehra will continue to seek ways to entrench and enrich himself at the expense of independent shareholders and Mr. Rutherford will continue his abetting role.

For a recent example, shareholders need to look no further than GT Gold’s recent private placement. GT Gold, under the direction and at the behest of Mr. Mehra elected to pursue an inferior financing despite the availability of superior offers from independent shareholders. Mr. Mehra blatantly obstructed a financing offered at a higher price per share, while concurrently arranging an inferior-priced financing with himself and Mr. Rutherford as major participants in an apparent attempt to entrench themselves further and to restrict the availability of the financing to those willing to support the Company based on its merits.

In early Q3 2020, the Executive Chairman offered K2 a board seat at our request, and we agreed to GT Gold’s counter-request of a standstill and support agreement. But under the last-minute excuse of logistical processes which we found baffling, Mr. Mehra and GT Gold reneged on their offer and have continued to mislead K2 and other shareholders since that time. We believe that the self-serving behavior exhibited by the non-independent Executive Chairman must come to an end. Consequently, we have assembled a slate of five independent, highly qualified and motivated individuals who are fully prepared to explore all options to maximize shareholder value (biographical details are below in this news release).

Given K2’s nominees’ collective range of mining, operations and capital markets experience and their commitment to corporate governance best practices, we are confident these candidates together with the remaining Board members Renaud Adams, Dale Finn, Paul Harbidge, John L. Pallot, Adrian Reynolds and Lana Shipley are best suited to realize the true potential of GT Gold.

The Company requires proper Board governance to achieve the next stage of its lifecycle, thereby unlocking what we believe to be material shareholder value in GT Gold which has been trapped due to Mr. Mehra and Mr. Rutherford’s detrimental approach to governance. Shareholders will have the opportunity to review our materials in our upcoming communications.

K2’s Highly Qualified, Independent Nominees

For the benefit of all shareholders, we believe that it is time for new independent oversight on the Board. The Requisition proposes the removal of each of Ashwath Mehra, James Rutherford and Charles Tarnocai as directors of the Company and the election of the following five (5) new directors to join the GT Gold Board (collectively, the “Concerned Shareholder Nominees”):

Darren McLean

Mr. McLean is a Vice President with K2. Mr. McLean joined K2 as an analyst in 2014. Currently he focuses on public and private investments in K2’s mining portfolio, possessing over 10 years of capital markets experience in the sector. Prior to K2, Darren specialized in project analysis, corporate advisory, and investment opportunities in mining for Boswell Capital.

Josef Vejvoda

Mr. Vejvoda currently serves as CEO and Chief Compliance Officer at K2 and has done so since 2018 and 2017 respectively. Previously, Mr. Vejvoda held the position of Portfolio Manager at K2 since 2013. Prior to that, Mr. Vejvoda held various senior management roles at several financial institutions including National Bank Financial, and TD Bank Financial Group. Mr. Vejvoda currently serves on the board of directors at Moneta Porcupine Mines Inc. and Leucrotta Exploration Inc. Previous to those appointments, Mr. Vejvoda assisted in the crystallization of significant shareholder value at numerous other public issuers, including serving as a special committee board member at Dominion Diamonds Inc., and Shoretel Inc., during their respective takeover transactions. Josef Vejvoda graduated from Queen’s University with a bachelor’s degree in computer science and is a registered portfolio manager with the Ontario Securities Commission. He has also earned the Chartered Investment Manager (CIM®) designation from the Canadian Securities Institute and is a graduate of the Institute of Corporate Directors having achieved the ICD.D designation.

William Lamb

Mr. Lamb has over 25 years experience in the mining operations and project development industry. William served as Chief Executive Officer of Lucara Diamond Corp. (“Lucara”) from May 2011 to February 2018 before retiring from Lucara. During that time, Mr. Lamb played an integral role in taking Lucara’s flagship Karowe mine from feasibility through to a steady state, world class, operating diamond mine. This being the seventh mine where he has been involved through to operations.

Under his leadership, the Karowe mine evolved into one of the world’s highest margin diamond mines and the foremost producer of large, Type IIA diamonds in excess of 10.8 carats, including the historic 1,109 carat Lesedi La Rona (second largest gem diamond ever recovered) and the 813 carat Constellation (sold for a record USD$63.1 million). Mr. Lamb was a champion through both autogenous milling and the use of X-ray transmission sorters to preserve large, high value stones and to create a simpler, more secure and efficient flowsheet.

Mr. Lamb was selected as EY’s Entrepreneur of the Year™ for 2017 in the Pacific mining and metals category and was the recipient of the 2016 Hugo Dummett Award, alongside Lukas Lundin, for excellence in diamond exploration and development.

Margot Naudie

Ms. Naudie is a seasoned capital markets expert with 25 years of experience as a senior portfolio manager of North American equities and global natural resource mandates at TD Asset Management, Marret Asset Management, and CPP Investment Board.  She has been cited as a Brendan Wood ‘TopGun’ (Platinum). Margot is a co-founder of Abaxx Technologies, where she is nominated as Lead Director.  She sits on the Boards of BTU Metals Corp., where she is Compensation Committee Chair;  Osino Resources Corp., where she is Chair of the Audit Committee; and Polaris Infrastructure Inc., where she is HR and ESG Chair.  Margot has an undergraduate degree in Politics and Economics from McGill University, an MBA from Ivey School of Business, and is a CFA charterholder.

Harry Pokrandt

Mr. Pokrandt is ​currently a director of Kore Mining Ltd. ​Previously he was Chief Executive Officer and Director of Hive Blockchain Technologies Ltd. and ​Managing Director, Mining for Macquarie Capital Advisors. Mr. Pokrandt also served as a director of Lithium X Energy Corp. prior to its sale, Fiore Exploration Ltd., Sandspring Resources, and BQ Metals Corp.

Under the

Business Corporations Act

(British Columbia), the removal of Ashwath Mehra, James Rutherford and Charles Tarnoca will require a special resolution of the shareholders of GT Gold. As an alternative to the removal of the incumbent directors, K2 has requested that shareholders be asked to consider ordinary resolutions to increase to the size of GT Gold’s Board to fourteen and the appointment of each of the Concerned Shareholder Nominees.

INFORMATION CONCERNING THE CONCERNED SHAREHOLDER NOMINEES

As set out in the Requisition, K2 has nominated the Concerned Shareholder Nominees to serve as new independent directors to the Board until the next annual meeting of shareholders, or until their successors are elected or appointed in accordance with applicable law. K2’s nominees are independent, highly qualified, and well respected individuals with experience in mining, capital markets, corporate governance, strategic oversight and capital allocation.

The table below sets out, in respect of each Concerned Shareholder Nominee, his or her name, province and country of residence, his or her principal occupation, business or employment within the five preceding years and the number of common shares of the Company beneficially owned, or controlled or directed, directly or indirectly, by such Concerned Shareholder Nominee:

<sup>Note:


<sub>(1)</sup>

14,515,100 of such shares are owned by K2.</sub>

Other Boards of Reporting Issuers

As at the date hereof, Josef Vejvoda is a director of Leucrotta Exploration Inc. (TSX: LXE) and Moneta Porcupine Mines Inc. (TSX: ME). William Lamb is the Executive Director of Riley Gold Corp. (TSXV) and a director of Bluestone Resources Inc. (TSXV) and Heliostar Metals Ltd. (TSXV). Margot Naudie is a director of BTU Metals Corp. (TSXV), Polaris Infrastructure Inc. (TSX) and Osino Resources Corp. (TSXV). Harry Pokrandt is a director of Kore Mining Ltd. (TSXV). To the knowledge of K2, no other Concerned Shareholder Nominee is currently a director or trustee of any other reporting issuer.

Other Information Concerning the Concerned Shareholders Nominees

To the knowledge of K2, no Concerned Shareholder Nominee is, at the date hereof, or has been, within ten (10) years before the date hereof: (a) a director, chief executive officer or chief financial officer of any company that (i) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation that was in effect for a period of more than thirty (30) consecutive days (each, an “order”), in each case that was issued while the Concerned Shareholder Nominee was acting in the capacity as director, chief executive officer or chief financial officer, or (ii) was subject to an order that was issued after the Concerned Shareholder Nominee ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; (b) a director or executive officer of any company that, while such Concerned Shareholder Nominee was acting in that capacity, or within one (1) year of such Concerned Shareholder Nominee ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (c) someone who became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or became subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such Concerned Shareholder Nominee.

To the knowledge of K2, as at the date hereof, no Concerned Shareholder Nominee has been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation, or by a securities regulatory authority, or has entered into a settlement agreement with a securities regulatory authority that has alleged any personal misconduct; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a Concerned Shareholder Nominee.

To the knowledge of K2, none of the directors or officers of K2, or any associates or affiliates of the foregoing, or any of the Concerned Shareholder Nominees or their respective associates or affiliates, has: (a) any material interest, direct or indirect, in any transaction since the commencement of the Company’s most recently completed financial year or in any proposed transaction which has materially affected or will materially affect the Company or any of its subsidiaries; or (b) any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter proposed to be acted on at the Meeting (as defined below), other than the re-constitution of the Board.

Additional Information

The information contained in this news release does not and is not meant to constitute a solicitation of a proxy within the meaning of applicable securities laws. Although K2 has requisitioned a meeting of shareholders (the “Meeting”), there is currently no record or meeting date and shareholders are not being asked at this time to execute a proxy in favour of the Concerned Shareholder Nominees or any other resolutions set forth in the Requisition. In connection with the Meeting, K2 may file a dissident information circular (the “Information Circular”) in due course in compliance with applicable securities laws.

Notwithstanding the foregoing, K2 is voluntarily providing the disclosure required under section 9.2(4) of National Instrument 51-102 –

Continuous Disclosure Obligations

in accordance with securities laws applicable to public broadcast solicitations.

This news release and any solicitation made by K2 in advance of the Meeting is, or will be, as applicable, made by K2 and not by or on behalf of the management of GT Gold. All costs incurred for any solicitation will be borne by K2, provided that, subject to applicable law, K2 may seek reimbursement from GT Gold of K2’s out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection with a successful reconstitution of the Board.

K2 is not soliciting proxies in connection with the Meeting at this time, and shareholders are not being asked at this time to execute proxies in favour of the Concerned Shareholder Nominees (in respect of the Meeting) or any other resolution set forth in the Requisition. Proxies may be solicited by K2 pursuant to an information circular sent to shareholders after which solicitations may be made by or on behalf of K2, by mail, telephone, fax, email or other electronic means as well as by newspaper or other media advertising, and in person by directors, officers and employees of K2, who will not be specifically remunerated therefor. K2 may also solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws, conveyed by way of public broadcast, including through press releases, speeches or publications, and by any other manner permitted under applicable Canadian laws. K2 may engage the services of one or more agents and authorize other persons to assist in soliciting proxies on behalf of K2.

K2 has retained Gryphon Advisors Inc. (“Gryphon”) to assist K2 in soliciting shareholders should K2 commence a formal solicitation of proxies. Gryphon’s responsibilities will principally include advising K2 on governance best practices, where applicable, liaising with proxy advisory firms, developing and implementing shareholder communication and engagement strategies, and advising with respect to meeting and proxy protocol.

K2 is not requesting that GT Gold shareholders submit a proxy at this time. Once K2 has commenced a formal solicitation of proxies in connection with the Meeting, proxies may be revoked by instrument in writing by the shareholder giving the proxy or by its duly authorized officer or attorney, or in any other manner permitted by law or the articles of GT Gold. None of K2 or, to its knowledge, any of its associates or affiliates, has any material interest, direct or indirect, (i) in any transaction since the beginning of GT Gold’s most recently completed financial year or in any proposed transaction that has materially affected or would materially affect GT Gold or any of its subsidiaries; or (ii) by way of beneficial ownership of securities or otherwise, in any matter proposed to be acted on at the Meeting, other than the election of directors to the Board.

GT Gold’s principal office address is 1100 Melville Street, Suite 610, Vancouver, British Columbia, V6E 4A6. A copy of this news release may be obtained on GT Gold’s SEDAR profiles at

www.sedar.com.

ADVISORS


K2 has retained Gryphon Advisors Inc. as its strategic shareholder services advisor. The Special Situations Group at Norton Rose Fulbright Canada LLP is acting as legal counsel.

ABOUT K2 GROUP


K2 is an Ontario based hedge fund manager with a 20-year track record of successfully managing money and creating value for our shareholders and stakeholders at large. For more information about K2, visit

www.K2.ca

.

FOR MORE INFORMATION:


Marcus Campbell

Senior Vice President, Strategy

Gryphon Advisors Inc.

Email:

[email protected]