Fission steps into the ring for proxy fight with retail investor

Drill rigs on barges at Fission Uranium's Patterson Lake South uranium project in northern Saskatchewan. Source: Fission UraniumDrill rigs on barges at Fission Uranium's Patterson Lake South uranium project in northern Saskatchewan. Source: Fission Uranium

VANCOUVER — Things might be a little tense at Fission Uranium’s (TSXV: FCU; US-OTC: FCUUF) annual general meeting (AGM) due to a proxy battle launched by a retail shareholder looking to replace its board of directors. A dissident group calling itself “FCU OverSight” emerged in October, and though there may be a low risk of a full-blown house cleaning, Fission management is taking the proxy action seriously.

The company responded to the  action by enacting an advance-notice by-law that says any new board nominations should be submitted within 30 days of its AGM, which is scheduled for Dec. 15. According to Fission CEO Dev Randhawa, a retail shareholder named James Gifford — who owns 126,000 shares — submitted his own list of nominees “around an hour” before the corporate deadline.

“We’ve never been able to schedule a direct meeting or call with this group, but from what we’ve gathered externally, they feel our Patterson Lake South (PLS) discovery is a production-ready asset that needs to advance towards development,” Randhawa said during an interview.

“I said: ‘If you have people you think are more qualified, put some names forward, and we’ll definitely take a look.’ Unfortunately, they didn’t opt to go about this in the usual way, and what has happened is really an unfortunate distraction, which we’re prepared to deal with. We take this seriously, and in my view, what these people are doing is irresponsible,” he added.

Fission is well known for the Triple R uranium discovery at PLS in Saskatchewan’s Athabasca basin, which hosts 2.3 million indicated tonnes grading 1.58% U3O8 for nearly 80 million contained lb.

FCU OverSight made itself known soon after Fission hosted a townhall meeting to promote a now-failed merger with Lukas Lundin’s Denison Mines (TSX: DML; NYSE-MKT: DNN).

There are a few familiar names on the dissident shareholder nomination list, namely Ben Ainsworth, who served as president and CEO of Alpha Minerals during a joint venture at PLS with Fission.

Also on the slate is Goldcorp (TSX: G; NYSE: GG) director John Bell, and Areva executive Jean-Jacques Gautrot. The list is rounded out by Olga Wills, who serves in an advisory role for Russian state-owned Rosatom State Atomic Energy, and lawyer Elizabeth Lockhart, who serves as general counsel at Zincore Metals (TSX: ZNC; US-OTC: ZCRMF), and was formerly with Southwestern Resources.

The largest shareholder up for nomination is Ainsworth, who owns 630,000 shares due to his involvement in the PLS joint venture. The remaining nominees account for fewer than 10,000 shares.

“Look at this list of board nominees, and the thing that should stand out is share ownership. The only person I’m really familiar with on the slate is Mr. Ainsworth, who I think is a wonderful gentleman, but I’m a bit confused to see his name put up for nomination,” Randhawa pointed out. “I just don’t see anyone in this group having any experience with mine development. Our job is to continue to run the company despite what, to be quite frank, is a waste of everyone’s time. It’s a mystery why anyone would think this group of people is more qualified than our team … we are talking about uranium exploration here, and we’ve proven to be among the best at it.”

The Northern Miner has requested interviews with FCU OverSight four times since the group came onto the scene last month, but has yet to receive any firm comments. Gifford did respond by email on Nov. 25, saying that “the situation is fluid. [FCU OverSight] has not ‘faded away’ — we remain hard at work daily, and we remain hopeful that the outcome of the AGM will be positive for [Fission] shareholders.”

Fission is releasing assay results from its mid-year exploration program at PLS. The most promising results came from the R600W zone, where Fission cut 25.5 metres of 11% U3O8 from 117 metres deep in hole 15-439.

The intersect is intriguing, especially when taken in context with other holes drilled at the target mid-year, since the company has yet to release a resource estimate on R600W.

Fission shares have traded within a 52-week window of 56¢ to $1.38, and closed at 58¢ per share at press time.

The company has $7 million in flow-through capital to finance its upcoming drill campaign, and 386 million shares outstanding for a $224-million market capitalization. 

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