NOT FOR DISSEMINATION IN THE UNITED STATES
TORONTO, Aug. 07, 2018 (GLOBE NEWSWIRE) -- BELGRAVIA CAPITAL INTERNATIONAL INC. (CSE: BLGV) (OTCQB: BLGVF) (“Belgravia”) today issued an open letter to the shareholders of Tartisan Nickel Corporation (“Tartisan” or the “Company”) (CSE: TN) notifying them that Belgravia will be attempting to replace the entire board of directors (the “Board”) at the annual general and special meeting of shareholders scheduled for September 17, 2018 for the Board’s abject failure to create shareholder value. The text of Belgravia’s open letter is below:
Dear Fellow Shareholders,
Belgravia first invested in Tartisan in March 2018 and to date has invested over $800,000. The return that the Tartisan Board gave us on our investment has wiped out approximately half our initial share value. We know that other shareholders have suffered far worse losses as a result of the current Board’s incompetence.
The Board members of Belgravia became so concerned with the speed and depth of Tartisan’s plummeting share price that they decided to diligently investigate the cause. Our first step was to use every shareholders’ legal right to examine the corporate minute book, however Belgravia’s representative was repeatedly refused access to the minute books. We then conducted a search of Tartisan’s public filings on SEDAR and the public records alarmed us. Some of our serious concerns are as follows:
- Tartisan’s Board has spent almost no money on advancing its properties in the last two years and given Tartisan’s limited financial resources we believe there is little prospect of advancing those properties this year;
- D. Mark Appleby appears to believe that he is accountable to no one for his actions, including spending money in a completely wasteful manner that does nothing to increase shareholder value; and
- the current directors have shown little or no inclination to exercise their fiduciary duties to shareholders by forcing Mr. Appleby to be accountable for his actions.
Mr. Appleby has made no serious attempt to engage Belgravia by providing any responses to our concerns as shareholders. The above factors have left us with no recourse but to commence a proxy fight in order to put this company on the right footing and try to salvage not only our investment, but your investment.
Our first step in replacing the Board has been to request the shareholders lists under the Business Corporations Act (Ontario), as is every shareholder’s clear legal right. If we do not receive the lists requested, in order to protect all shareholders’ investments in Tartisan, Belgravia will go to the court to obtain these lists.
Our second step will be to appoint a board with four nominees who, we believe, have the necessary and complimentary skill set to start creating shareholder value. Our first nominee is an individual that has over 50 years of experience in the junior mining field in Canada and internationally; another nominee has over three decades of experience in the junior mining industry not only as a CFO, but also as a director; our third nominee is someone who is extremely well versed and has decades of experience not only in the junior mining industry, but also corporate governance; and our final nominee is a person who has had over four decades of experience in corporate finance as well as experience as a CEO in the mining industry and has been instrumental in raising hundreds of millions of dollars.
Our third step will be to evaluate not only Tartisan’s current properties, but whether the current Board has adopted the best possible approach to developing those properties. Following their evaluation, if the dissident slate determines that the current properties are viable, Belgravia will raise between $500,000 and $1 million to fund operations.
We believe that our dissident proxy circular will provide you with a clear alternative slate that is not only experienced, however dedicated to, at a minimum, recouping the shareholder value the current Board has squandered away. We would ask that shareholders wait until you receive our dissident proxy circular and then vote with us to start the process of rebuilding a real company.
Sincerely,
Mehdi Azodi,
President & CEO of Belgravia Capital International Inc.
More information on Belgravia
We encourage shareholders of Tartisan to visit SEDAR in order to obtain more information on Belgravia and in particular on the turn around that Belgravia has accomplished within the last 12 months.
Additional Information
Belgravia is relying on the exemption under section 9.2(4) of National Instrument 51-102 – Continuous Disclosure Obligations ("NI 51-102") to make this public broadcast solicitation. The following information is provided in accordance with corporate and securities laws applicable to public broadcast solicitations.
This solicitation is being made by Belgravia, and not by or on behalf of the management of Tartisan.
Tartisan’s head office address is Suite 1060, 44 Victoria Street, Toronto, Ontario, Canada M5C 1Y2.
Tartisan has announced that it has called an annual general and special meeting of shareholders to be held on September 17, 2018 (the "Meeting"). Belgravia intends to file a dissident information circular (the "Dissident Circular") in connection with the Meeting, or any adjournment or postponement thereof, in due course in compliance with applicable securities and corporate laws.
This press release and any solicitation made by Belgravia in advance of the Meeting is, or will be, as applicable, made by Belgravia and not by or on behalf of the management of Tartisan. All costs incurred for any solicitation will be borne by Belgravia, provided that, subject to applicable law, Belgravia may seek reimbursement from Tartisan for Belgravia’s 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.
Any proxies solicited by Belgravia may be solicited by way of public broadcast, including through press releases, speeches or publications and by any other manner permitted under applicable laws, including pursuant to a Dissident Circular sent to shareholders of Tartisan. Solicitations may be made by or on behalf of Belgravia, by mail, telephone, fax, email or other electronic means, and in person by directors, officers and employees of Belgravia or by the proposed nominees. Belgravia has engaged the service of D. F. King and may engage D. F. King as soliciting agent to assist with solicitation on behalf of Belgravia.
It is expected that any proxies solicited by Belgravia in connection with the Meeting 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.
Belgravia has filed this press release, which contains the information required by section 9.2(4)(c) of NI 51-102 and Form 51-102F5 Information Circular in respect of the Proposed Nominees under Tartisan's company profile on SEDAR at http://www.sedar.com.
For further information contact: Mehdi Azodi 416-779-3268 OR MAZODI@BLGV.CA or D. F. King at 1-800-926 4985.