Disgruntled Simmer & Jack Mines (Simmers) empowerment partner Vulisango last week proposed that a new Simmers board be put in place at an extraordinary general meeting (EGM).
Vulisango proposed that former Harmony Gold CEO Bernard Swanepoel be appointed non- executive chairperson, along with new independent nonexecutive directors, Impala Platinum and former Simmers independent director David Brown; Aquarius CEO and former Simmers independent director Stuart Murray; and former Africa Rainbow Minerals coal division executive William Osae.
As Simmers’ majority shareholder, Vulisango said that it wanted current Simmers CEO Gordon Miller and current chairperson Nigel Brunette removed, along with directors John Berry and Adrian Meyer.
Vulisango said, in its media release, that is was also nominating former Iscor, Harmony and Rand Uranium dealmaker De Wet Schutte as an independent nonexecutive director, along with Nampak and Freeworld Coatings’ Peter Surgey.
Further nonexecutive director nominees were former South African Chamber of Business head and former Simmers independent director Kevin Wakeford and former Simmers deputy chairperson Baba Njenje. Gerrit Jacobs and Martin Oberholster would be retained.
Vulisango CEO Valence Watson urged shareholders to exercise their democratic right to support the new board in the upcoming EGM.
He said it had sent a letter to the current Simmers board as “majority shareholder” on November 13 to call for the EGM, at which it would propose that a new Simmers board be elected.
As holder of 270-million Simmers shares, Vulisango said that it had a direct interest in ensuring the long-term success of the company.
Vulisango said poor operational decisions made by the current board, including a 537% increase in administrative and overhead costs of from R45-million to R287-million, as well increases of 248% in the last three years in the salaries of the top executives.
Vulisango alleged that the Simmers board had also broken several promises, including First Uranium’s alleged failure to produce 440 000 lb of uranium and 144 000 oz of gold by March 31.
Vulisango alleged that no uranium and only 53 900 oz of gold had been produced by that date.
The company said further that there continued to be an absence of operational profit from Simmers TGME gold asset, despite four years of promises.
Vulisango alleged that the management of the company had further claimed that operations would make a profit with the gold price at R85 000/kg, which it alleged was another false claim as even at a gold price of more than R250 000/kg, the company continued to lose money.
Simmers MD: gold Deon van der Mescht reassured shareholders, employees and other stakeholders that Vulisango’s media release contained inaccuracies and alleged that its empowerment partner was being “intentionally misleading”.
In its media release, Vulisango questioned Simmers’ approach to corporate governance and cited as transgressions the allega- tion that Simmers had an “absentee CEO”; that the CEO and chair- person held the same position for both Simmers’ and First Uranium; that shares had allegedly been issued without the necessary board approval, despite R1-billion cash being available; and that the board had allegedly refused to entertain proposals from Vulisango in respect of corporate actions.
It alleged further that the Depart- ment of Mineral Resources had called into question Simmers’ BEE compliance, as well as correct mining-licence application procedure.
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