Dear Editor,
GUYANA Goldfields Inc. (TSX:GUY) (the “Company”) has addressed false and misleading allegations and a threatened derivative action by Patrick Sheridan, who was terminated as the Company’s Executive Chairman in July 2018 and is now leading a dissident proxy campaign against the Company and its Board of Directors (the “Board”).
“Mr. Sheridan’s allegations are plainly untrue and his threatened derivative action is entirely frivolous,” said Mr. René Marion, Non-Executive Chairman. “This is nothing but a smokescreen to distract shareholders from Mr. Sheridan’s own actions.”
Continued Mr. Marion, “If Mr. Sheridan’s concerns were genuine, he had ample opportunity to raise and address them while he was in an executive position with the Company. He never did so. It is clear that Mr. Sheridan’s purported concerns are tactical, not genuine, and are being raised now in bad faith to further Mr. Sheridan’s goal of acquiring control of the Board and the Company in the ongoing proxy contest.”
After his termination as Executive Chairman, Mr. Sheridan made a number of disparaging and sensational allegations similar to the ones raised with the Company today. The Company created a Special Committee and retained independent legal counsel and a global forensic accounting firm at significant expense to investigate those allegations.
The Special Committee’s advisers reviewed over 15,000 records and interviewed current and former employees and consultants. The Special Committee ultimately concluded that many of the allegations raised by Mr. Sheridan were false or without merit. The Special Committee also made a number of recommendations for improvements in Company policies and procedures that were adopted and implemented by the Board.
The Board reviewed Mr. Sheridan’s latest allegations, issued in a news release yesterday. None of them were made with any verifiable information to support them. Based on the Special Committee’s prior work and findings, the Board is satisfied yesterday’s allegations have no merit and are made in bad faith.
The Company urges shareholders to ignore Mr. Sheridan’s news release and his allegations based on unnamed sources. Instead, shareholders should carefully review the Company’s Management Information Circular (the “Circular”), issued yesterday just prior to Mr. Sheridan’s news release.
The Company specifically refers shareholders to:
* Mr. Sheridan’s role as Chief Executive Officer and interim Chief Operating Officer in 2012 when the previous resource model for the Aurora Gold Mine was prepared. As previously disclosed in the Company’s news release dated April 4, 2019, it is apparent that the contained ounces of gold at the mine had been overestimated in the previous resource model. The matter is described in more detail on pages 3-7, 22, and 27-28 of the Circular;
* Mr. Sheridan’s managerial performance as an officer of the Company, his conflicts, his conduct and his trading in the Company’s securities, as described on pages 21 to 26 of the Circular; and
* The thorough five-month investigation by the Special Committee of Mr. Sheridan’s allegations, as described on pages 29 to 30 of the Circular.
The Company is aware of no facts that support investigating Mr. Sheridan’s complaints further and has no intention of instituting a claim as proposed by Mr. Sheridan. If Mr. Sheridan proceeds with an application to seek leave to commence a derivative action, his action would constitute a manifest abuse of the court process and the Company’s resources.
The Company will contest any litigation commenced by Mr. Sheridan. Shareholders should be concerned that Mr. Sheridan continues to force the Company to waste funds addressing his misguided hostility toward the current management and Board and his efforts to blame them for his failure to create value for shareholders.
Regards,
Jacqueline Wagenaar
Vice-President, Investor Relations & Corporate Communications