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PacificOre dissidents question qualifications of board


Mr. Adrian Bakker, concerned shareholder, reports


The concerned shareholders of PacificOre Mining Corp. continue the fight for shareholders’ vote to count and ask the remaining board members, are they qualified to act in the shareholders’ best interests? Inevitably, shareholders will prevail, but, at what expense, and how much will the remaining board members let the company suffer before relinquishing control or allowing shareholders’ vote to count? And are they prepared to be held accountable for the costs their actions have incurred on the company?

The concerned shareholders know the board has denied the shareholders’ vote for the concerned shareholders’ slate of directors, have failed to find new management after the resignation of its chief executive officer and refused to provide any update to shareholders of what, if any, their plan is. The board’s assertion that it is trying to advance its exploration program, strengthen its financial position and transition to new management rings hollow after the years of mismanagement and complete lack of detail. Further, the qualifications and skill set of the current board seriously question its ability to make such assertions as well as question its commitment to make any of it happen. The following is a summary of what the remaining individual board members bring to the company.

Don Venturi may have years of experience flying helicopters, but he has only ever been a director of one public company, your company, and only since February, 2011. This experience will hardly placate shareholder concerns and does not provide the credibility needed at PacificOre now. Mr. Venturi has put none of his own money at risk, holding zero shares, but does not seem to mind taking shareholders’ money through director fees up to October, 2011, and a generous stock option package. With no financial interest, no other public company experience and no future board positions at public companies likely, what does Mr. Venturi have to lose, except value for shareholders?

Christian Derosier, who also serves as the vice-president of exploration, has a lot more to lose. He received fees of over $75,000 last year from PacificOre while the company spent less than $300,000 in total in exploration. So the concerned shareholders know where the majority of those exploration dollars went, not into the ground. Mr. Derosier has served as a director of two other public companies since 1993. While specifics are vague, his tenure as a director of public companies and his activities thereat resulted in the regulatory authorities requiring Mr. Derosier to seek assistance from management’s legal counsel for two separate situations at the expense to the company and take a course before becoming a director of PacificOre; hardly reassuring to shareholders. The concerned shareholders suggest Mr. Derosier review the notes from that course and share them with the rest of the board.

Some may suggest that Mr. Derosier, as project manager for the company’s flagship property, is invaluable. However, his commitment to the project versus his commitment to his continuing fees and position must be questioned, and he should step aside to avoid conflict. Besides, his last drill program in March of this year consisted of a staggering four holes, all of which twinned prior drill holes. Minimal geological expertise is required to twin existing drill holes. Might the concerned shareholders suggest you twin holes which had good results! Furthermore, the latest drill program was another glaring example of bad management. There was no clear objective, distinctive purpose or capital cost disclosed publicly. The mobilization and demobilization cost alone would not be justified given the small size of the drilling program. This misuse of what little precious funds the company has left for the sake of winning public support is inexcusable. The day following the announcement of drill results, Tuesday, May 7, 2013, there was almost no volume on the TSX Venture Exchange market for PacificOre.

Don Wilson has served as a director of the company since March of this year. According to regulatory filings, he owns zero shares of the company, but presumably has a handsome stock option package. His only other public company experience is Pro Minerals Inc. Shareholders might remember Pro Minerals as the spinoff from PacificOre of its gold assets. While the intent was for shareholders to realize further value from these assets, Pro Minerals is currently halted from trading, thereby making its value zero. Mr. Wilson is also involved in Priority Ventures Corp., another proposed spinoff of company assets that has yielded zero value to shareholders. Mr. Wilson, while only a director for a short time, may have done the most to destroy shareholder value to PacificOre in the long run.


The majority of the board owns no shares of PacificOre, hence they have no concern for any loss of their investments.

Apart from Mr. Wilson serving on the board of the now defunct spinoff, Pro Minerals, none of the board has any concern of losing any other board position of a publicly traded company.

And, apart from Mr. Derosier’s tenuous experience at two other public companies, it seems unlikely any of the members of this board desire to serve on any other public company boards in the future. Hence, the ultimate conclusion is the board has nothing to lose by its current action, or inaction.

This begs the question, what is the board doing, and why fight the wishes of shareholders and their desire to install the concerned shareholders’ slate of directors? This lack of leadership, explanation of past or present actions or outline of any real plan going forward might lead one to surmise the board’s behaviour has a design which may not be in shareholders’ best interests, but the board’s own. What else could be behind the board’s intransigence? Is there something more than the board has disclosed in past disclosure, or something the board does not wish disclosed? Shareholders deserve an explanation.

Shareholders are encouraged to contact the remaining board members and press them for change, so the company can move forward. The concerned shareholders will continue to fight for the shareholders and will provide further updates in due course.

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