RAMcap moves to oust John Jones AM

August 16, 2019
E-mail received from TRY Company Secretary – Gerry Kaczmarek on 16 August:
 Could you please advise if the Company Secretary of RAMcap, namely Stephen Lewis Matthews, is the same person that sought election as a Director of Ramelius Resources Limited at that company’s AGM in November 2017
RAMcap CEO responds as follows:
Ramelius shareholders with 20 million shares chose to ignore Stephen’s status as an ASIC poster boy when they voted to elect him as a director in November 2017. His 4 contempt convictions, arising from his role as publisher of stockmarket website The Chimes , were contested -all of them unsuccessfully-  in 11 separate court cases. He wears them as his contribution to freedom of speech. No criminal charges have ever been laid against him. https://www.crikey.com.au/2000/05/07/jailed-for-internet-postings-what-a-joke/
As an individual TRY shareholder I invite you to attend to the pressing needs of Troy Resources and abandon this transparent smear campaign against him.
Richard Matthews

 

 

July 15, 2019
Extract from TRY announcement to ASX of 12 July:
 Your Directors hereby call on RAMcap to withdraw its request for this frivolous meeting of shareholders. Failure to do so with see the Company spend scarce shareholders’ funds on an administrative matter of no consequence.
RAMcap responds as follows:
We will withdraw nothing in connection with this pathetic invitation from TRY directors. That is because RAMcap has no effective legal capacity to do so and any competent corporate lawyer would so advise. If the corporate office of Troy wants now to circumvent the statutory force of Section 249D then it can make contact with the 173 TRY requisitioning shareholders. Maybe a sufficient number will withdraw their request.
That will not dissuade RAMcap from considering a fresh initiative to:
replace Stern and Jones [remuneration in 2018: $227K (Stern) and $78K (Jones)] with 2 RAMcap nominee directors;
terminate the services of company secretary Kaczmarek[ remuneration in 2018 of $311K ];
replace PricewaterhouseCoopers as auditor [ we consider the Dec 2018 impairments inadequate and do not believe that the Guyana assets had a realisable value of $78m on 31 December 2018];
and move the TRY corporate office to Sydney.
RAMcap will reduce non executive director annual remuneration to $200K . These initiatives will therefore save the company annual corporate expenses of at least $300K .

 

July 11, 2019
In its ASX announcement of 10 July Troy Resources has stated its intention to convene the Section 249D meeting of the company.
Without specifying the claimed ‘ invalidity’ in the proposed Resolution to dump John Jones as a Troy director the corporate office of Troy have denied the legitimate intention of 173 Troy shareholders to have his continuing directorship put to a vote.
Jones is a long term TRY director. He was there when the investments in Andorinhas ( Brazil), Casposo ( Argentina) and Karouni ( Guyana) were made . To date accumulated TRY losses in these projects is $350million.
TRY shareholders are invited to study TRY announcements to the ASX which were made in December 2016 and in particular the TRY ‘Response to ASX Aware Query’ of 28 December 2016 and draw their own conclusions about the suitability of John Jones to remain as a TRY director.
RAMcap is considering if its is in the best interest of Troy Resources that a separate meeting of TRY shareholders be convened – this time by the requisitioning shareholders and not the company- in accordance with the provisions of Section 249F.

 

July 8, 2019
Troy Resources Limited (‘TRY’) made two Change of Director’s Interest Notice announcements last week under listing rule 3.19A.2 . These notices concerned the disposal on market of TRY shares in the prior week by related entities of John Jones AM . John Jones is a non executive TRY director.
We emailed the TRY company secretary last week to request a current copy of the TRY share trading policy for directors…as specified by ASX Listing Rules.The company secretary stated in reply that the subject share trading did not occur during a black-out period*.
RAMcap is not satisfied with the present TRY share trading policy. Accordingly, we have submitted to Troy Resources the requisition forms which have been provided to RAMcap by 173 TRY shareholders. These requisitions which comply with the provisions of Section 249D of the Corporations Act seek a meeting of the company be convened to remove John Jones as a director. Section 249D(5) requires that the TRY directors must call the meeting within 21 days after the request is given to the company.
Also, non executive TRY directors are presently entitled to aggregate annual remuneration of $800,000.00. The 173 requisition forms include a proposed resolution to reduce aggregate non executive director remuneration to an annual amount of $200,000.00.
*Guidance Note 27- Trading Policies 
Generally, it would be considered best practice for the closed period ( black-out) to commence one or two weeks before close of books   
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