ASX- and Aim-listed Crusader Resources announced on Friday that MD Marcus Engelbrecht and chairperson Andrew Vickerman would step down from the board and that former chairperson Stephen Copulos would return as director.

The resignation of Engelbrecht and Vickerman, who succeeded Copulos when the company listed in London in April last year, as directors is related to an agreement with the Copulos Group to underwrite $2.5-million of the recently announced $4.2-million rights issue to continue develop the Borborema gold project, in Brazil.

The removal of the two men also ticks off two resolutions that shareholders are meant to discuss at a requisitioned shareholder meeting next month. Called by William Richard Brown, Vitor, Chinetti Investments and Parkwise Corporation, the shareholders are seeking approval for the appointment of Brett Clark, David Sanders and Carl Luttig as directors of the company.

With Engelbrecht and Vickerman proposing to step down as directors with effect at the end of February, the two resolutions will be withdrawn.

Crusader, however, said that shareholders should not approve the appointment of the nominee directors, as the conditions to the underwriting agreement would not be satisfied if they were appointed.

“Neither the requisitioning shareholders, nor the nominee directors, have advised the company of any proposal to provide sufficient funding to the company to enable it to continue as a going concern, and ultimately be reinstated to quotation on ASX. Accordingly, the board considers that approving the resolutions at the requisitioned shareholder meeting seriously risks the company's solvency. The current board considers that the partially underwritten rights issue is the most realistic strategy for raising the funds required to put the company in a position where it can adequately address ASX's queries with a view to being reinstated to trading,” the company said,

In addition to Copulos rejoining the board, Andrew Richards will also be appointed an executive director.

In terms of the rights issue, Crusader will offer eligible shareholders the opportunity to subscribe for four new shares for every five shares held, at an issue price of $0.01 a share. Eligible shareholders will also be entitled to subscribe for shortfall shares in addition to their entitlement. Subscribers in the rights issue will also be issued one free-attaching option for every three new shares subscribed for, exercisable at $0.02 each and expiring three years from the date of issue.

Crusader intends to delist from the Aim and shareholders will vote on the cancellation of the admission of its shares to trading on the London exchange in March.