Re: Shareholder Revolt - full letter
in response to
by
posted on
Feb 12, 2013 08:59AM
New Discovery Resulting in a 20KM Mineralized Gold Belt
Here is the full letter.
Mona-Lee Takefman
68 Belvedere Road
Montreal, Quebec H3Y 1P8
Feb. 12, 2013
“There is this constant revolving door of having to raise capital, raise capital and raise capital and dilute the shareholder”
Frank Candido, June 21, 2012 intervieDEAR FELLOW SHAREHOLDER:
Background
I am a shareholder of Golden Hope Mines (‘GNH’) since 2007. My husband and I beneficially own approximately 700,000 shares. The following are my personal opinions, thoughts and suggestions as a shareholder and owner commenting on the performance of those mandated to operate my Company. My personal opinions, based upon my interpretation ofdiscussions with my husband, should not be construed as suggesting that any of the members of our board or management lack integrity or honour. I simply disagree with the manner in which they are operating our Company on behalf of the shareholders and believe that I have a more favourable and desirable solution to enhance shareholder value.
As we enter 2013, I believe it is appropriate to review the past year as it relates to the creation of shareholder value and in so doing evaluate the performance of our management team and our board of directors.
Performance in 2012
We started 2012 with great hope and anticipation based upon the expected filing of our first 43-101 resource estimate that would finally confirm our region as a legitimate source for gold. Based upon my husband’s interpretation of his multiple conversations with Frank Candido, we were certainly thinking that our stock would be higher once the world found out that we actually have gold in our region. So let’s see how we didin 2012 relative to the market and other junior mining companies:
GOLD for 2012: +6.96%
MARKET VECTORS JUNIOR GOLD MINERS ETF (GDXJ) FOR 2012: -16.81%
MARKET VECTORS JUNIOR GOLD MINERS TOTAL RETURN INDEX (MVGDXJTR) FOR 2012: -15.39%
GOLDEN HOPE STOCK PRICE FOR 2012: -50.00%
GOLDEN HOPE DECLINE FROM HIGH PRICE IN 2012: -80.30%
Obviously avery dismal performance for shareholders in 2012, especially given the publication of our first resource estimate, with a yearend closing at our 52 week low.
As a reward for this amazing performance for shareholders, a few months ago, in August 2012, the following options were granted to management and to our board according to the insider trading reports:
Alexander Asgary – 125,000
Roland Boivin – 300,000
Frank Candido – 350,000
Arvind Jain – 75,000
William Needham – 150,000
Robert Stocks – 300,000
James Tilsley -150,000
Michael Zurowski – 200,000
Total - 1,650,000 SHARES
This is in addition to the following options granted in 2011 based upon another amazing performance for the shareholders:
Alexander Asgary – 600,000
Roland Boivin – 500,000
Frank Candido – 650,000
Arvind Jain – 250,000 (in 2012)
William Needham – 200,000
Robert Stocks – 300,000
James Tilsley -250,000
Michael Zurowski – 200,000
Total – 2,950,000 SHARES
Our President did well in 2012 with a sale of his stock at $0.31
I have been listening to my husband after his numerous discussions withFrankCandido since I became a shareholder in 2007. I cannot tell you how many times we wanted to sell our shares in GNH and after talking with Frank weinstead wanted to buy more - a real testament to his sales skills. In fact, in February 2012, based upon my husband’s interpretation ofdiscussionshehad with Frank he actually purchased 200,000 additional shares at $0.25 and convinced several of our friends to do likewise.
Unfortunately,while my husband was purchasing more stockof our Company, wehave recently learnedthat Frank himself, on Feb. 24, 2012,was actually selling 150,000 shares at $0.31 per share a few weeks before the expected release of the 43-101.YES FRANK CANDIDO WAS SELLING HIS STOCK!
When my husband found out we were both shocked and my husband asked our board to conduct an investigation as to whether Frank was in possession of material non-public information about the timing and potential results of the 43-101 on Feb. 24, 2012 when he sold his stock. Did he know or suspect that the Company was about to disappoint the market by not having the 43-101 ready by the end of Q1 and did he know that we would likely not meet the resource estimate targets the market was expecting?
My husband asked the board to investigate the matter or at the very least advise that they knew about the sale by Frank and had already investigated the matter and found no wrong doing. Our board did not respond or advise that they would investigate the matter and as such we were forced to contact the OSC and the IIROC to investigate if there was a violation of the insider trading regulations since we had no ability to properly ascertain the facts.
Only recently, when the board found out that I was about to send this letter,did they finally decide to respond to my husband and indicated that an investigation had apparently taken place from which they concluded that - “The investigation showed no evidence of Mr. Candido acting improperly or in breach of the Company's Trading and Blackout Policy as well as its Code of Business Conduct”.
Based upon the failure of our Board to respond, and their continued support of Mr. Candido, I am continuing to request that the regulatory authorities pursue an independent investigation into the circumstances surrounding Mr. Candido’s timely sale of stock which resulted in a 79% drop in the stock price thereafter.
To be very, very clear – while I have my personal beliefs about his sale, I am not making any allegations of any wrongdoing or illegal acts by Mr. Candido as I do not have all of the facts to properly reach this negative conclusion. I am simply asking the regulatory authorities to investigate this matter and determine if Frank acted appropriately and in accordance with securities regulations.
Regardless of what he knew or suspected on Feb. 24, 2012, I personally find his sale, at this sensitive time, to be immoral and unprofessional, if it was not illegal.
Our $450,000 per year non-technical management team
We are a developmental stage exploration company with a non-technical management team that costs us almost $450,000 per year according to our latest information circular.Our entire board and management team cumulativelyown less than 1% of our Company.
Why does a company of our size and market value need a full-time investors’ relations person when we have a CEO and CFO who are quite capable of handling the tasks required of an investor relations person?Why doesthis position deserve to have 725,000 options?
Why do we need a $150,000 per year CFO for the tasks at hand? We do not have any sales nor do we have any inventory or accounts receivables to manage. We have a third-party drilling contract and we need a full time CFO?
And what exactly does ourPresident do each day to earn hisremuneration of $223,000 per year? How much time does he spend on his other interests?
It would be easy and appropriate to find a competent CEO to fulfill all of the above functions for $120,000 per year plus some stock, with perhaps a part-time accounts payable clerk? So instead we pay almost $500,000 per year instead of using that money for our drill programs and to avoid further dilution to our shareholders?
Does our Board even care? My husband has written them regarding his perception of this wasteful spending and he did not even receive the courtesy of a response. My husband has asked to meet with the Company or speak to specific board members with no response from either management or the board.
Our employees did quite well this year while the shareholders lost half of their value.I cannot wait to see thenew raises, bonuses and stock options for their incredible performance on behalf of the shareholders.
It’s time for a shake-up!
Based upon the performance of our non-technical management team and our board it is my opinion that it is time for a serious shake-up. Frank Candido has to be held accountable for our dismal performance and his continuing inability to create shareholder value.
My husband has written the nominating committee chairman, Robert Stocks, and asked that he be considered for a board position. He received an expected polite response that our Company will deal with it in due course, but you can guess how supportive they will likely be regarding his nomination.
As a former CEO of 3 public companies, it is my husband’s intentionto offer a slate of directors in our next election of directors, which would include significant shareholders.I assure you that our company would be operated quite differently than it is now run. There would be total transparency for the shareholders and a watchful eye on the use of our funds. This letter is my effort to try and influence you to consider voting and supporting this new slate of directors, all of which will be committed to the following agenda:
(a)Immediately eliminating the position of Sasha Asgary for $75,000 per year. Nothing personal, but our company does not need this position at this stage of our development;
(b)Eliminating the CFO position of Roland Boivin for $147,000 per year. We believe we can fulfill his role with a competent CEO and the help of a part-time accounts payable clerk or even a part-time comptroller. We know several very profitable small companies that use monthly accounting services from their accountants. A good CEO could easily handle the CFO’s responsibilities in my opinion;
(c)Frank Candido would be asked to take over all of the responsibilities of Mr. Asgary and Mr. Boivin for $120,000 per year plus some stock to better align his interests with the shareholders. He has already been rewarded for a poor performance and in my opinion it is time for him to step up and show some faith in our Company instead of the faith he demonstrated when he sold 150,000 shares.eHeIf he does not want this job we can easily finda candidatewho can fulfill all of these roles very competently.
(d)We would award options to employees when their effort and results can effect and enhance shareholder value, not simply and automatically because they are employees. Does anyone believe that awarding Sasha Asgary 725,000 options will result in enhanced shareholder value? Do the efforts of any of our members of the non-technical management even matter at this point in time? As Frank Candido said in the quote herein above, it’s a vicious circle of raising money, diluting shareholders, raising money, diluting shareholders, etc. I believe that after so many years of unrealized expectations, the market will value this company based upon our drill results and not based upon anyone’s perception of our future, so let’s focus our efforts on preserving our capital for drilling and not creating a ‘big company’ management team. It is not about the cosmeticsand pedigree of our board or the non-technical management team – it is all about drill results!
We believe that we have to use as much of our available funds to fund our drilling and not offer ‘cushy’ jobs to our non-technical management team. If any members of our board had a significant amount of their own money invested in our Company it is certainly my belief that our management team and their compensation would be far different than it is today. We are a small company that needs to preserve our capital for exploration. We should not ‘pretend’ that we are a large company because our shares are listed for trading on a stock exchange. We should act and operate as a small developmental stage company with our eyes on the proper and efficient use of our funds.
Why am I writing this letter to you?
I believe that we can no longer allow our company to be run for the benefit of the non-technical senior management with salaries and options that are not commensurate with the Company’s stock price performance, especially given that they collectively own less than 1% of our Company. I believe we need a change. I believe that new directors can effect a meaningful change to enhance shareholder value.
We have a prestigious board with many smart and competent people who I believe mean us no harm. However, I believe that our board is not totally committed to enhancing shareholder value. I believe they are ‘going through the motions’ and hoping that one day their options will be of great value. I believe they were chosen for their ‘pedigree’ as opposed to their commitment to our Company. I would rather have a less prestigious board made up of significant shareholders.
As you can imagine, my husband is not popular with the management team and board of our Company and as such we need to know from our shareholders if we have any support for my husband and his slate of directors and for our positions.
Do you feel that it is time for a change in our board and in our management based upon their past performance? Are you as outraged about Mr. Candido’s sale of shares just before disappointing the market regarding the 43-101 as I am? Were you being told about how rosy our future was while Mr. Candido was selling his shares? Do you feel that our non-technical management team is paid too much given the nature and size of our business? Do we really need a CEO and a CFO and an investor’s relation person for a Company that continually needs money for exploration? Do you feel that the board is committed to enhancing shareholder value? Do you feel we are properly managing our available funds?
If you agree with me and my husband on some or all of our thoughts I need to hear from you. Hopefully if enough shareholders respond we can effect a positive change and take our company back. Hopefully the board will be sensitive to and respond to our concerns and comments.
We can be reached at 514-937-0787, atmtakefman@hotmail.com or etakefman@hotmail.com.Please let us know your thoughts or if you agree with my position please sign my petition at http://www.ipetitions.com/petition/golden-hope-mines/. We would also love to talk to you.
Thank you.
Mona-Lee Takefman