Extract Resources is seeking legal advice after shareholder Kalahari Minerals again requested the removal of a director while Rio Tinto and Polo Resources indicate their intention to add board representatives.
Extract Resources is seeking legal advice after shareholder Kalahari Minerals again requested the removal of a director while Rio Tinto and Polo Resources indicate their intention to add board representatives.
Kalahari, through its subsidiary Kalahari Uranium, has requisitioned a shareholders meeting for the removal of managing director Peter McIntyre from the board.
It has also sought a resolution for the appointment of Kalahari executive chairman Mark Hohnen.
The requisition comes nearly three months after both companies settled out of court actions by Kalahari to remove director John Main and Steve Sikirich.
Mr Main remains on Extract's board while Mr Sikirich resigned.
Earlier this year, 39.1 per cent shareholder Kalahari had been successful in its bid to oust former Extract chairman Bob Buchan.
Today, Extract said the requisition is in "breach of an agreement reached" between both companies, under which Kalahari "agreed to withhold from requisitioning any further meetings of Extract shareholders for the purpose of removing" board members.
"Extract has sought to engage with Kalahari on this matter in order to avoid further legal action, however recent discussions have been unsuccessful in aiming to resolve the dispute," the company said.
"The company is now seeking legal advice in relation to these matters and will keep shareholders informed in due course."
In addition, Extract said it had been made aware that shareholder Polo is intending to submit a requisition for the appointment of its chairman Stephen Dattels to Extract's board.
Extract added that no formal request has been received.
Meantime, 15.8 per cent shareholder Rio Tinto has requested a representative from the miner be appointed to Extract's board.
Rio's Rossing uranium operation in Namibia adjoins Extract's Rossing South uranium project.
"The board of Extract has expressed concern that the proposed changes would result in the independent non-executive directors becoming a minority on the Board," the company said.
Extract added that it is working with Rothschild to formulate a strategy.
Shares in Extract, which were previously in a trading halt, were down 11 cents to $4.90 at 12:55 AEST.
The announcement is below:
Extract Resources Limited ("Extract" or "the Company") advises that on 22 May 2009, it received a requisition from Kalahari Mineral plc and its wholly owned subsidiary, Kalahari Uranium Limited ("Kalahari"), pursuant to section 249D of the Corporations Act 2001, requesting that the Company convene a meeting of shareholders to consider a resolution for the removal of Mr Peter Thomas McIntyre as a director of Extract and a resolution for the appointment of Mr Mark Ainsworth Hohnen as a director of Extract.
The Company considers the requisition from Kalahari to be a breach of an agreement reached between Extract and Kalahari (dated 25 February 2009), under which Kalahari agreed to withhold from requisitioning any further meetings of Extract shareholders for the purpose of removing members of the Board of Extract. Extract has sought to engage with Kalahari on this matter in order to avoid further legal action, however recent discussions have been unsuccessful in aiming to resolve the dispute. The Company is now seeking legal advice in relation to these matters and will keep shareholders informed in due course.
The Company has also been made aware that Polo Resources Limited is intending to requisition a meeting for the appointment of Mr Stephen Roland Dattels. To date no formal requisition notice has been received. In addition the Company has been advised that in view of the above proposed board changes, Rio Tinto has requested for a representative of Rio to be appointed as a director. The Board of Extract has expressed concern that the proposed changes would result in the independent non-executive directors becoming a minority on the Board.
The Board would like to reassure shareholders that the Company remains focused on the successful development of the world class Rossing South Project in Namibia. The Board continues to work with Rothschild to formulate a strategy that is in the best interests of all stakeholders.
