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Advance Notice Filed with FAR Resources Ltd. to Nominate Three Directors to Replace the Directors of FAR Resources Ltd.
October 07, 2021 7:41 PM EDT | Source: Concerned Shareholders of FAR Resources Ltd.
Vancouver, British Columbia--(Newsfile Corp. - October 7, 2021) - Scott Taylor, who, together with joint actors Jason Barnard and Christina Barnard (collectively, with Mr. Taylor, the "Concerned Shareholders"), hold directly and indirectly an aggregate of 12,187,411 common shares of FAR Resources Ltd. (CSE: FAT) ("FAR" or the "Company"), representing approximately 7.70% of the Company's issued and outstanding common shares, has filed a notice (the "Notice") with FAR for the nomination of three highly-experienced directors to be elected to the board of the Company at the annual meeting of the Company to be held on November 12, 2021 (the "Meeting"). Assuming exercise of all common share purchase warrants and stock options held by the joint actors, the Concerned Shareholders would have ownership and control over an aggregate of 23,162,822 common shares of FAR representing approximately 13.69% of the then issued and outstanding common shares of the Company.
Mr. Taylor's proposed slate of director nominees includes Mr. Taylor, Andrew Lyons and Pierre Yves Tenn (collectively, the "Nominees"), each of whom is highly qualified and well-known in the business community. Please refer to each nominee's brief biography below.
Mr. Taylor has filed the Notice in accordance with the terms of an Advance Notice Policy, without conceding the validity of the Policy, the form of which was attached as Schedule "A" to the Company's management information circular, for the annual meeting of shareholders of FAR held on November 28, 2013 (the "Policy").
As will be discussed more fully in a dissident circular to be issued, it is the intention of the Nominees, if elected, to appoint Mr. Scott Taylor as Chief Executive Officer of the Company.
The following table contains information regarding the proposed Nominees' place of residence, principal occupations for the past 5 years, and security holdings in FAR:
| Name and Age | Business Address and Residential Address | Current Principal Occupation or Employment and Principal Occupation or Employment within the Five Preceding Years | Number of FAR Common Shares Owned or Controlled(1) | Position with the Company, Proposed Office and Term |
| Andrew Lyons Age: 55 | Business Address: 716 - 518 Moberly Road Vancouver, British Columbia V5Z4G3, Canada Residential Address: 716 - 518 Moberly Road Vancouver, British Columbia V5Z4G3, Canada | Mr. Lyons' primary occupation is currently a self-employed independent consultant in the information technology sector where he provides program and project management services. Until January of 2021, he acted as a consultant in the information technology sector as a member of the Annex Consulting Group. | 25,000 | Proposed director Upon appointment at the Meeting he will serve as a director for a term expiring at the next annual general meeting. |
| Scott Taylor Age: 41 | Business Address: 10807 Timberdash Avenue Highlands Ranch, Colorado 80126, USA Residential Address: 10807 Timberdash Avenue Highlands Ranch, Colorado 80126, USA | Mr. Taylor is a businessperson specializing in various technological and oilfield services. Since 2019, he has been the owner and manager of Reservoir Imaging Solutions LLC an energy technology and engineering services company. Prior to that, Mr. Taylor managed global operations for Sigma Cubed Inc., another energy technology and engineering services company with offices in the Southern United States, South America, China, and the Middle East. Mr. Taylor is also the co-owner of Universal Seismic PTE Ltd., a real-time analytics technology development company based in Singapore. | 515,000(2) | Proposed director and proposed Chief Executive Office. Upon appointment as director at the Meeting he will serve as a director for a term expiring at the next annual general meeting. |
| Pierre Yves Tenn Age: 51 | Business Address: 43 Glenmore Drive West Vancouver, British Columbia V7S 1A5 Residential Address: 43 Glenmore Drive West Vancouver, British Columbia V7S 1A5 | Mr. Tenn's primary occupation is currently a self-employed business consultant focussing on cross-border investments and Asian/Canadian business development opportunities. From 2018 to 2020, Mr. Tenn was the Vice President of Business Development for Element Retirement Lifestyle Inc., a company specializing in senior living, and prior to that he was the Vice President of Corporate and Governmental Relations at Deep Sea Capital / Circle Harmony, which had offices in Canada and Asia. | Nil | Proposed director Upon appointment at the Meeting he will serve as a director for a term expiring at the next annual general meeting. |
(1) Information as to the securities of FAR beneficially owned or controlled, or directed, directly or indirectly by the Shareholder Nominees, other than those of Mr. Taylor, are not within the knowledge of the Nominating Shareholder and have been furnished by such persons as of the date of this notice and reflects securities owned or controlled as at the date of this notice.
(2) As disclosed in Mr. Taylor's early warning report of today's date, Mr. Taylor is acting jointly and in concert with Jason Barnard and Christina Barnard. As at the date of this notice, Mr. Taylor, Mr. Barnard, and Ms. Barnard as joint actors, own or control an aggregate of 12,187,411 common shares.
The Concerned Shareholders are not soliciting proxies in connection with the Meeting at this time. The Concerned Shareholders have retained Gryphon Advisors Inc. ("Gryphon") as its strategic shareholder engagement advisor and proxy solicitor. Gryphon's responsibility will include providing strategic advice and advising the Concerned Shareholders with respect to the Meeting and proxy protocol. Gryphon's responsibilities will also include soliciting shareholders should the Concerned Shareholders commence a formal solicitation of proxies. A Concerned Shareholder has engaged Farris LLP as legal counsel.
For more information regarding the Concerned Shareholders' position, or a copy of their Early Warning Report (described below), please contact:
Gryphon Advisors Inc.
Tel: 1-833-292-5847
Email: inquiries@gryphonadvisors.ca
Additional Information Regarding Early Warning
In connection with the dissemination of this news release and the filing of the Notice, the Concerned Shareholders determined that they were working "jointly and in concert" with respect to their efforts to have the Nominees nominated pursuant to the Notice of Nominations of Directors for election at the Meeting.
Mr. Scott Taylor holds direct ownership and control over an aggregate of 515,000 common shares of the Company, Mr. Jason Barnard holds direct and indirect ownership and control over an aggregate of 10,827,000 common shares of the Company, options to acquire up to 950,000 common shares of the Issuer (each, an "Option"), and warrants to acquire up to 9,896,000 common shares of the Company (each, a "Warrant"). Ms. Christina Barnard holds direct ownership and control over an aggregate of 845,411 common shares of the Company and 129,411 Warrants.
Combined, the Concerned Shareholders hold, directly and indirectly, an aggregate of 12,187,411 common shares of the Company representing approximately 7.70% of the issued and outstanding common shares of the Company. Assuming exercise of all Options and Warrants held by the Concerned Shareholders, the Concerned Shareholders would hold, directly and indirectly, an aggregate of 23,162,822 common shares of the Company, representing an aggregate of 13.69% of the then issued and outstanding common shares of the Company.
None of the Concerned Shareholders have acquired or disposed of ownership or control of any securities of the Company in connection with the events triggering filing of this report. In connection with the Meeting, the Concerned Shareholders will file a dissident information circular and solicit proxies for the election of the Nominees to the Company's board of directors in advance of the November 12, 2021 scheduled annual meeting, in compliance with applicable securities laws. Each of the Concerned Shareholders, acquired the securities of the Company for investment purposes, and has no present intention to acquire further securities of Company, although each may in the future participate in financings and/or acquire or dispose of securities of the Company in the market, privately or otherwise, as circumstances or market conditions warrant.
A copy of the Early Warning Report filed by the Concerned Shareholders with the applicable securities regulators in respect of the above acquisition is available under FAR's SEDAR profile at www.sedar.com.
Information in Support of Public Broadcast Solicitation
The information contained in this press release does not and is not meant to constitute a solicitation of a proxy within the meaning of applicable securities laws. Although the Concerned Shareholders have approached the Nominees for election to the Company's board of directors at the Meeting of shareholders, the record date for the Meeting has not yet occurred and shareholders are not being asked at this time to execute a proxy in favour of any matter. In connection with the Meeting, the Concerned Shareholders will file a dissident information circular in due course in compliance with applicable securities laws. Any right for revocation of a proxy submitted in connection with the election of the Nominees will be set out in the dissident information circular or a document referred to therein.
The information contained herein, and any solicitation made by the Concerned Shareholders in advance of the Meeting, is or will be, as applicable, made by the Concerned Shareholders and not by or on behalf of the management of FAR. All costs incurred for any solicitation will be borne by the Concerned Shareholders, provided that, subject to applicable law, the Concerned Shareholders may seek reimbursement from FAR of the Concerned Shareholders' out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection with a successful reconstitution of the Company's board of directors. The Concerned Shareholders are not soliciting proxies in connection with a general meeting of shareholders of the Company at this time.
The Concerned Shareholders may engage the services of one or more agents and authorize other persons to assist in soliciting proxies on behalf of the Concerned Shareholders. Any proxies solicited by or on behalf of the Concerned Shareholders, including by any other agent retained by the Concerned Shareholders, may be solicited pursuant to a dissident information circular or by way of public broadcast, including through press releases, speeches or publications and by any other manner permitted under Canadian corporate and securities laws. Any such proxies may be revoked by instrument in writing executed by a shareholder or by his or her attorney authorized in writing or, if the shareholder is a body corporate, by an officer or attorney thereof duly authorized or by any other manner permitted by law.
The registered address of FAR is located at Suite 400 - 725 Granville St., Vancouver, BC, V7Y 1G5, Canada and its head office is located at #510 - 580 Hornby St., Vancouver, BC, V6C 3B6, Canada. A copy of this press release may be obtained on FAR's SEDAR profile at www.sedar.com.
Mr. Taylor is a resident of Highlands Ranch, Colorado, USA, and the other Concerned Shareholders are each of resident of Vancouver, British Columbia, Canada.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/98999