West Perth-based Caravel Minerals has been forced to call a general meeting to vote on the election of two new directors, who are part of a dissident group that had also wanted shareholders to vote on the removal of three existing board members.
The dissident shareholders had requisitioned a meeting under section 249D of the Corporations Act.
They own about 27 per cent of the company, and support the appointment of Alasdair Cooke and Alexander Sundich as directors.
Mr Cooke is a founding partner of private investment company Mitchell River Group, while Mr Sundich is a director of Bridge Street Capital Partners, a recent corporate adviser to Caravel.
The group was also seeking to remove chief executive Marcel Hilmer along with non-executive directors James Harris and Peter Alexander; Caravel said those requisitions were not valid, but did not provide any details of why.
The group is led by Mr Cooke, who has a 5.5 per cent stake via private company Hartree and direct holdings.
He is also the chairman of Subiaco-based African Energy Resources, which has a 9.6 per cent interest in the company.
The directors are unanimously recommending shareholders vote against the resolutions, with the meeting set to be held on May 7 at The Celtic Club in West Perth.
“Your board has established and pursued an integrated development and funding strategy for the company that has been consistently and clearly communicated to all shareholders over an extended period,” Mr Alexander said.
“The board nominees, Alasdair Cooke and Alexander Sundich, have previously outlined to the Caravel board their preference for the adoption of a relatively high dilution equity funding strategy by Caravel.”
Caravel’s primary asset is the Calingiri copper project located in the Wheatbelt.
The company has made an application to the Takeovers Panel against the shareholders who have called the meeting, plus other shareholders it says are associated with Mr Cooke.
Caravel is seeking orders that the shares of the dissident shareholders be vested in the Australian Securities and Investment Commission for sale to the market and that those shareholders be banned from buying more shares in the company.
In February, the company said Asic had been provided with details of share trading by Hartree, and the corporate watchdog was investigating.
Caravel also said a writ of summons had been issued against Mitchell River Group and Mr Cooke in relation to the share trading.
Shares in Caravel finished up 2 per cent at 9 cents each.