VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 01/13/16 --
-- Taseko's directors affiliated with Hunter Dickinson Inc. are conflicted and we believe have led Taseko into multiple related-party transactions with no proven upside to shareholder value -- Taseko has underperformed relative to its peers over the short, medium, and long term -- Shareholders lack confidence in members of the Board and trading is at a discount to Taseko peers -- Raging River's Nominees are highly qualified, have a track record of value creation and will refocus the company on its core assets to increase shareholder value and align directors' interests with all shareholders
Raging River Capital LP ("Raging River"), owning approximately 5.1 % of the outstanding common shares of Taseko Mines Limited ("Taseko"), announced today it has requisitioned the Taseko Board of Directors to call a meeting of shareholders for the purposes of, among other things, reconstituting the Board with the removal of three incumbent directors and the election of four new independent directors. The new independent directors nominees would constitute a minority of the Board.
"We believe Taseko has underperformed relative to its peers and that certain members of the incumbent board are conflicted. The three directors that should be removed stand to benefit from the collection of significant fees and the use of Taseko's valuable cash reserves for their own personal interest. We believe making preferential, related party deals in a difficult macro cycle further destroys shareholder value," said Mark Radzik, Managing Partner of Raging River. "Taseko shareholders deserve better. It's time for a Taseko shareholders can trust. The leaders of this company need to focus on operating its core business, and reestablishing credibility with its investors and improving share performance. Our independent and highly qualified director nominees will bring about positive change to create value for all shareholders."
THE CASE FOR CHANGE
It is clear to Raging River that the interests of certain members of the current board are not aligned with those of Taseko shareholders, given their relationship with Hunter Dickinson Inc. ("Hunter Dickinson"), a privately owned mining group with significant influence on Taseko. Hunter Dickinson has earned generous management and service fees from Taseko, which add up to almost $4 million per year, and yet Hunter Dickinson owns less than 3% of the company. Hunter Dickinson executives hold three board positions at Taseko, including the Chairman, Ronald W. Thiessen, and the CEO, Russell Hallbauer, and yet, Hunter Dickinson owns less than 3% of the company.
RAGING RIVER'S PLAN FOR CHANGE
Raging River believes Taseko has excellent core assets, the potential of which can be unlocked with the right leadership and the right plan for change:
1. Align the entire Board's interests with those of Taseko shareholders, including performing a strategic review, assessing management compensation, and evaluating the relationship between Taseko and Hunter Dickinson going forward. 2. Increase shareholder value by working together with Taseko stakeholders to evaluate opportunities to reduce liabilities, divest non-core assets and move projects forward. 3. Focus on managing Taseko's balance sheet debt and positioning the company to take advantage of the rebound in copper prices.
RAGING RIVER'S INDEPENDENT AND EXPERIENCED BOARD NOMINEES
We believe that it is time for new independent leadership on the Board. The Requisition proposes the removal of each of Ronald Thiessen, Russell Hallbauer and Robert Dickinson as directors of Taseko, the setting of the number of directors at nine and the election the following four (4) new directors to the Board (collectively, the "Concerned Shareholder Nominees"):
-- Paul Blythe - Mr. Blythe founded QuadraFNX predecessor, Quadra in 2003, and had been the CEO until the sale to KGHM in 2012 for US$3 Billion. Prior to that, he was the head of Business Development at BHP Billiton copper division. He gained operations experience from his involvement in numerous mining projects including Mount Pleasant, Hemlo, Dome and Gibraltar, as well as project development experience through Lomas Bayas, Carlota and Sierra Gorda. -- Randy Davenport - Mr. Davenport was most recently the President of CST Marcobre in Peru which sold to Minsur for $500MM. Prior to joining Marcobre, Mr. Davenport held numerous roles with Phelps Dodge/Freeport, lastly as Vice President of Resource Development. As the President of Cerro Verde, Mr. Davenport led the feasibility studies, permitting and obtaining approval for the expansion that tripled copper production. He has extensive experience in managing feasibility studies, due diligences, project evaluation, strategic development, construction and operations. -- Henry Park - Mr. Park was most recently a partner at Vulcan Mining, a mining private equity investment platform of Soros Fund Management. Prior to that, he was the commodity analyst at Soros Fund Management where he focused on commodity investing in public and private equities and futures. Between Vulcan Mining and Soros Fund management, Mr. Park was a managing director and commodity strategist at Electrum Group. -- Mark Radzik - Mr. Radzik is Managing Partner and co-founder of Granite Creek Partners, LLC, an investment firm that makes opportunistic debt and equity investments. Prior to that, Mr. Radzik was a Managing Director of Equity Group Investments, a Sam Zell company, where he sourced, structured, managed and invested in buyouts, growth equity and distressed situations. Mr. Radzik has served on several private and public company boards.
If elected, each of the Nominees would serve until the next annual general meeting of shareholders or until their successors are elected or appointed.
Raging River has engaged Norton Rose Fulbright Canada LLP as its legal advisor and Kingsdale Shareholder Services as its strategic advisor and proxy solicitor.
INFORMATION CONCERNING THE CONCERNED SHAREHOLDER NOMINEES
As set out in the Requisition, the Concerned Shareholder Nominees are Paul Blythe, Randy Davenport, Henry Park and Mark Radzik. The table below sets out, in respect of each Concerned Shareholder Nominee, his name, province or state and country of residence, his principal occupation, business or employment within the five preceding years, and the number of common shares of Taseko beneficially owned, or controlled or directed, directly or indirectly, by such Concerned Shareholder Nominee.
---------------------------------------------------------------------------- Present Principal Occupation, Business or Employment and Principal Number of Common Shares Occupation, Business or Beneficially Owned or Name, Province or State Employment During the Controlled or Directed and Country of Residence Preceding Five Years (Directly or Indirectly) ---------------------------------------------------------------------------- Paul Blythe President of Paul M 11,400,100(1) Ontario, Canada Blythe Mining Associates Inc., present President and Chief Executive Officer of QuadraFNX Mining since January 2004 ---------------------------------------------------------------------------- Randy Davenport President of RL Davenport Nil Arizona, USA Resources, Inc., present President and General Manager of CST Marcobre since January 2011 ---------------------------------------------------------------------------- Henry Park Chief Investment Officer 11,400,100(2) Connecticut, USA and Principal of Westwood Capital LLC, present Mining Investment at Vulcan Mining (Soros Fund Management) since January 2013 Commodity Strategist of Electrum Group since April 2011 Commodity Analyst of Soros Fund Management since January 2008 ---------------------------------------------------------------------------- Mark Radzik Managing Partner at 11,400,100(3) Indiana, USA Granite Creek Partners, LLC, present ---------------------------------------------------------------------------- (1) 11,400,100 shares are registered and/or beneficially owned by Raging River Capital LP, whose general partner is Raging River Capital GP LLC. A managing member of Raging River Capital GP LLC is Paul M Blythe Associates Inc., of which Mr. Blythe is a principal. (2) 11,400,100 shares are registered and/or beneficially owned by Raging River Capital LP, whose general partner is Raging River Capital GP LLC. A managing member of Raging River Capital GP LLC is Westwood Capital LLC, of which Mr. Park is a principal. (3) 11,400,100 shares are registered and/or beneficially owned by Raging River Capital LP, whose general partner is Raging River Capital GP LLC. A managing member of Raging River Capital GP LLC is Granite Creek Partners, LLC, of which Mr. Radzik is a principal.
To the knowledge of Raging River, no Concerned Shareholder Nominee is, at the date hereof, or has been, within ten (10) years before the date hereof: (a) a director, chief executive officer or chief financial officer of any company that (i) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation that was in effect for a period of more than thirty (30) consecutive days (each, an "order"), in each case that was issued while the Concerned Shareholder Nominee was acting in the capacity as director, chief executive officer or chief financial officer, or (ii) was subject to an order that was issued after the Concerned Shareholder Nominee ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; (b) a director or executive officer of any company that, while such Concerned Shareholder Nominee was acting in that capacity, or within one (1) year of such Concerned Shareholder Nominee ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (c) someone who became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or became subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such Concerned Shareholder Nominee.
To the knowledge of Raging River, as at the date hereof, no Concerned Shareholder Nominee has been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation, or by a securities regulatory authority, or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a Concerned Shareholder Nominee.
To the knowledge of Raging River, none of the directors or officers of Raging River, or any associates or affiliates of the foregoing, or any of the Concerned Shareholder Nominees or their respective associates or affiliates, has: (a) any material interest, direct or indirect, in any transaction since the commencement of Taseko's most recently completed financial year or in any proposed transaction which has materially affected or will materially affect Taseko or any of its subsidiaries; or (b) any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter proposed to be acted on at the Meeting, other than the election of directors.
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 Raging River has requisitioned the Meeting, there is currently no record or meeting date set for such Meeting and shareholders are not being asked at this time to execute a proxy in favour of the Concerned Shareholder Nominees or any other resolution set forth in the Requisition. In connection with the Meeting, Raging River intends to file a dissident information circular (the "Information Circular") in due course in compliance with applicable securities laws.
Notwithstanding the foregoing, Raging River is voluntarily providing the disclosure required under section 9.2(4) of National Instrument 51-102 - Continuous Disclosure Obligations in accordance with securities laws applicable to public broadcast solicitations.
This press release and any solicitation made by Raging River in advance of the Meeting is, or will be, as applicable, made by Raging River, and not by or on behalf of the management of Taseko. All costs incurred for any solicitation will be borne by Raging River, provided that, subject to applicable law, Raging River may seek reimbursement from Taseko of Raging River's out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection with a successful reconstitution of the Board.
Raging River is not soliciting proxies in connection with the Meeting at this time, and shareholders are not being asked at this time to execute proxies in favour of the Concerned Shareholder Nominees (in respect of the Meeting) or any other resolution set forth in the Requisition. Any proxies solicited by Raging River will be solicited pursuant to the Information Circular sent to shareholders of Taseko after which solicitations may be made by or on behalf of Raging River, by mail, telephone, fax, email or other electronic means, and in person by directors, officers and employees of Raging River or any proxy advisor that Raging River may retain or by the Concerned Shareholder Nominees.
Any proxies solicited by Raging River 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 and the articles of Taseko. None of Raging River or, to its knowledge, any of its associates or affiliates, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter proposed to be acted on at the Meeting, other than the election of directors to the Board.
Taseko's principal business office is 15th floor - 1040 West Georgia Street, Vancouver, British Columbia V6E 4H1. A copy of this press release may be obtained on Taseko's SEDAR profile at www.sedar.com.
Media: Ian Robertson
Kingsdale Shareholder Services
Executive Vice President, cmomunication Strategy
Direct: 416.867.2333 / Cell: 647.621.2646