Muddy Waters Intends to Vote for Newly Proposed Alternative Slate of Directors at GT Gold

January 25, 2021 9:00 AM EST

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SANTA ROSA, Calif.--(BUSINESS WIRE)-- Muddy Waters Capital LLC (“Muddy Waters”) has investment authority over 13,265,400 shares representing 10.19% of the outstanding shares of GT Gold Corp (ticker: GTT.V). Further, we believe that we are the single largest open-market purchaser of GTT shares since 2019. Because of our observations of the dysfunction of the GTT board and our first-hand experience with them, we intend to vote in favor of the slate of directors proposed by K2 & Associates Investment Management Inc.

We have increased our ownership of GTT because we have a significant level of conviction in the value of the company’s assets. Importantly, we support the current management team. Management seems committed to presenting data with integrity. However, we have lost trust in Mr. Ashwath Mehra, the Executive Chairman of the Board and Mr. James Rutherford, a director who we believe is independent in name only. We saw up close how Mr. Mehra and Mr. Rutherford put their personal interests before those of the company in the November 2020 private placement.

In September 2020 we were invited by the CEO to provide the company with a financing term sheet. Accordingly, on October 2, 2020, we submitted a term sheet at a share price that was a premium to the closing price on that day. Our understanding is that Mr. Mehra did not initially send this term sheet to the board. On October 8, 2020, we submitted a second term sheet to the entire board at the same price. Later in October, we offered to purchase shares “on terms that are otherwise identical” (our exact words) to the November offering, except at a price of 1.35 Canadian dollars per share. Muddy Waters offered 8% more than what the company ultimately received in the November offering, which was 1.25 Canadian dollars per share. When GTT finalized the offering, we learned why our offer had been turned down: Messrs. Mehra and Rutherford had bought approximately 27.6% of the dilutive offering. In particular, Mr. Rutherford approximately trebled his holdings at the dilutive price.

We made numerous attempts between October 2nd and October 27th to engage with Mr. Mehra about our more favorable offers. When those attempts were thwarted in favor of the self-dealing transaction, we then purchased additional shares in the open market. In contrast to Muddy Waters, neither Mr. Mehra and Mr. Rutherford have purchased a significant number of shares on the open market. While such self-serving practices might have been embedded in the culture of Marc Rich & Co. Investments (where Mr. Mehra spent much of his career), we are determined to see substantially higher standards of governance prevail at GTT.

Muddy Waters previously filed an alternative monthly report reflecting investment authority over 13,181,650 common shares of the company, representing a securityholding percentage of approximately 10.13% of GT shares.

This news release is issued pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. A copy of the early warning report will be filed with the Issuer’s documents on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com. For further information or to request a copy of the early warning report, please contact Muddy Waters Capital LLC, attention: Anthony Jew, General Counsel & Chief Compliance Officer at (415) 799-1399.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Stefan Prelog
Rubenstein
917-804-7003
Sprelog@rubenstein.com

Source: Muddy Waters Capital LLC



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