Control of junior explorer Midwinter Resources will be played out at a shareholders meeting next month when they will be asked to oust former chairman Jonathan O'Callaghan from the board.
The requisitioned meeting follows a split between Mr O'Callaghan and other directors, including new chairman Bryan Dixon, over plans to acquire a Russian coal mine.
Company secretary Piers Lewis was unable to confirm whether Mr Dixon and other directors were among the shareholders requesting the meeting.
Mr. Dixon was appointed chairman last month, replacing Mr. O'Callaghan who remained on the board as a non executive director.
The shareholders who called the meeting collectively hold more than 25 per cent of the votes that may be cast at a general meeting of the company.
In October last year, Midwinter entered a memorandum of understanding (MOU) which provided the company with the opportunity to acquire majority interest in a substantial coal project in Russia.
Following a review of the Russian project and the proposed transaction structure, the company elected not to proceed with the opportunity last month.
The company then received notice from British Virgin Islands company Skala Ltd that it intended to make a proportional takeover offer at 12 cents per share.
Skala's associated company, Redmet Ltd, was to be the vendor of the Russian project.
Mr O'Callaghan had disclosed to the board that he had material interest in the company going ahead with the Russian project. The disclosure didn't specify to what extent or nature his material personal interests were.
The Midwinter directors (other than Mr O'Callaghan) have characterised the offer as highly conditional and uncertain.
They said Midwinter has a strong cash position with approximately $4.1 million in cash assets and minimal commitments. This equates to a cash backing of 16.5 cents per share.
The board inferred that Skala was making an opportunistic attempt to gain control of Midwinter cheaply so it can cause Midwinter to continue with the transaction to acquire the Russian project.
