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GT Gold reacts to Muddy Waters, K2

Newmont-backed GT Gold has moved to “set the record straight” in response to statements by dissident shareholders K2 Principal Fund and Muddy Waters Capital, which are pushing to overhaul the gold junior’s board.
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Drilling at Quash Pass at GT Gold’s Tatogga project in British Columbia

Staff reporter

K2 in December submitted a requisition to oust three board members, terminate the executive chairman's position and appoint five new directors and an independent chairman at GT Gold.  

K2 said last week it had purchased a further C$5.1 million in GT shares since July 9 to now hold about 12% of the company.

Also last week, Muddy Waters Capital said it had increased its ownership to have investment authority over 10.19% of GT Gold and intended to vote in favour of K2's proposed slate of directors "because of our observations of the dysfunction of the GTT board and our first-hand experience with them".

Muddy Waters and GT are at odds over a 2020 financing deal, with the former saying its premium offers had been rejected despite its last offer being 8% higher than what GT received in its November offering at C$1.25 per share.

"When GTT finalised the offering, we learned why our offer had been turned down: Messrs Mehra and Rutherford had bought approximately 27.6% of the dilutive offering," Muddy Waters said.

In response, GT said on Friday Muddy Waters' indicative proposal had "contained highly unusual and restrictive off-market rights" and been inadequate given the terms sought.

It said the board also had concerns about making Muddy Waters a significant shareholder given its reputation as an activist short seller.

GT said Muddy Waters had been given the opportunity to participate in a less dilutive financing with existing shareholders but had backed away; and had also been offered the chance to appoint a K2 representative as a GT Gold director, "an offer which K2 accepted but ultimately decided not to take up".

Gold major Newmont had taken part in GT's $5.7 million November placement to maintain its 14.9% position.

GT has said it would hold a shareholders meeting on April 13 in response to the K2 requisition.

The company is focused on its Tatogga project in British Columbia's Golden Triangle, where it's made the precious metals Saddle South and gold-rich copper porphyry Saddle North discoveries.

Its shares (TSXV: GTT) were trading at $1.37 a year ago and peaked at $2.48 in January.

They closed down 0.87% on Friday to $2.27, capitalising GT Gold at $290 million (US$227 million).