DISSIDENT PROXY CIRCULAR
This dissident proxy circular (the "Circular") and the accompanying PINK Proxy or GOLD Voting
Instruction Form are furnished to you in connection with the solicitation by and on behalf of the
Concerned Shareholder of proxies to be used at the annual and special general meeting (the
"Meeting") of shareholders of RPT‘s to be held at the offices of RPT Resources Ltd., Suite 302,
1620 West 8th Avenue, Vancouver, British Columbia, on Friday, December 3, 2010 at 11:00 a.m.
(Pacific time), and at any and all adjournments or postponements thereof.
The Concerned Shareholder recommends that RPT Shareholders:
1. Vote AGAINST fixing the number of directors at four (4);
2. Vote FOR fixing the number of directors at five (5);
3. Vote FOR the election of the five (5) nominees named in this circular as RPT Directors;
4. Vote FOR the re‐appointment of RPT's current auditors; and
5. Vote FOR the re‐approval of RPT's stock option plan.
Your vote is very important to the future of your investment in RPT. If, after reading this
Circular, you agree that the proposed changes are desirable, please sign, date and return the
enclosed PINK Proxy or GOLD Voting Instruction Form. You may do this even if you have
previously deposited a management proxy or voting instruction form. For instructions on how
to revoke a previously deposited management proxy or voting instruction form, please see
"General Proxy Information" or contact Equity Financial Trust Company, the agent of the
Concerned Shareholder, at 1‐866‐393‐4891 or (416) 361‐0152 or via email at
[email protected].
The information concerning RPT contained in this Circular has been taken from or is based upon
publicly available documents or records on file with Canadian securities regulatory authorities
and other public sources. Although the Concerned Shareholder has no knowledge that would
indicate that any statements contained herein taken from or based upon such documents and
records or other public sources are untrue or incomplete, the Concerned Shareholder does not
assume any responsibility for the accuracy or completeness of the information taken from or
based upon such documents, records and public sources, or for any failure by RPT to publicly
disclose events or facts which may have occurred or which may affect the significance or
accuracy of any such information but which are unknown to the Concerned Shareholder.
This solicitation of proxies is made by and on behalf of the Concerned Shareholder. This
solicitation of proxies is NOT made by or on behalf of the management of RPT. Please see
"General Proxy Information" for details on the manner of solicitation, the procedure for the
appointment and revocation of proxies, and the voting of shares and proxies and exercise of
discretion by proxyholders and appointees.
Certain statements contained in this Circular, including the Concerned Shareholder’s proposed
director nominees' intention to restructure the management team for RPT, constitute forwardlooking
statements. In making the forward‐looking statements in this Circular, the Concerned
Shareholder has applied certain factors and assumptions that are based on the Concerned
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Shareholder's current beliefs as well as assumptions made by and information currently
available to the Concerned Shareholder, including that the Concerned Shareholder's proposed
director nominees, if elected, will be able to identify, recruit and retain suitable candidates for
management positions at RPT. Although the Concerned Shareholder considers these
assumptions to be reasonable based on information currently available to them, they may prove
to be incorrect, and the forward‐looking statements in this Circular are subject to numerous
risks, uncertainties and other factors that may cause future results to differ materially from
those expressed or implied in such forward‐looking statements. Such risk factors may include,
among others, that suitable candidates for management positions at RPT are not available or
are not available on acceptable terms or, if successfully recruited, such candidates are unable or
unwilling to continue to be employed by RPT. Readers are cautioned not to place undue reliance
on forward‐looking statements. The Concerned Shareholder does not intend, and expressly
disclaim any intention or obligation to, update or revise any forward‐looking statements
whether as a result of new information, future events or otherwise, except as required by law.
REASONS FOR SOLICITATION
The Concerned Shareholder has no confidence in the existing board of directors of RPT, and
believes that RPT's future is in jeopardy under its existing board of directors and management.
The Concerned Shareholder’s primary areas of concern are:
1. The Management Discussion and Analysis of RPT dated October 22, 2010 states:
“RPT Resources Ltd. is a Canadian mineral exploration company based in Vancouver, British
Columbia. The Company’s principal focus, since August 2009, has been to search for mineral
properties, primarily zinc oxide mineralization, which may be suitable for application of the
proprietary mineral processing technology developed by MetaLeach Limited, a wholely
owned subsidiary of Alexander Mining Plc.”
RPT executed a one year US$300,000 consulting contract with Metaleach Limited in August
2009, which was extended on a month to month basis for a fee of US$25,000 per month in
September 2010, which as of the November 2010 would be 15 months for a total consulting
expense to date of US$375,000 paid by RPT.
The Concerned Shareholder believes that RPT’s principal focus and the use of RPT’s capital
should not depend on the search of assets which may be suitable for the proprietary
mineral processing technology of a U.K. based technology firm.
2. Due to the principal focus of the operations of RPT as noted above, RPT has not created
shareholder value with the investment of assets in the company. As detailed below, during
fiscal 2010, RPT only invested 1.8% of its available cash and short term investments into its
resource projects.
The cash and short‐term investment balances of RPT as per RPT’s audited financial
statements were $13,257,539 as at June 30, 2010, $13,133,431 as at June 30, 2009 and
$15,211,813 as at June 30, 2008.
Mineral and property expenditures for RPT as per RPT’s audited financial statements were
$149,757 for the year ended June 30, 2010 being only 1.1% of 2010 cash and short‐term
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investments and $842,913 for the year ended June 30, 2009 being 5.5% of cash and shortterm
investments.
Oil and gas lease expenditures for RPT as per RPT’s audited financial statements were
$87,404 for the year ended June 30, 2010 being 0.7% of cash and short‐term investments
and $1,266,509 for the year ended June 30, 2009 being $8.3% of cash and short‐term
investments.
The Concerned Shareholder believes that RPT does not have a capable and experienced
management team that has the ability to source resource projects for the investment of
RPT’s capital that will enhance shareholder value.
3. RPT’s president Michelle Gahagan is currently the Chief Executive Officer of Cellstop
Systems Inc. (“Cellstop”), a company listed on the NEX board of the TSX Venture Exchange.
In the latest Cellstop Management Information Circular dated February 12, 2010, Ms.
Gahagan’s principal occupation was listed as Principal at Gahagan Law Firm. Cellstop shares
the same business address and SEDAR contact as RPT.
Ms. Gahagan is on the Board of Directors of Northern Rand Resource Corp. (“Northern”), a
company listed on the TSX Venture Exchange. In the latest Northern Information Circular
dated October 18, 2010, Ms. Gahagan executed the Circular as a Managing Director. Ms.
Gahagan’s principal occupation was listed as:
“Ms. Gahagan is a member of the Law Society of British Columbia and practiced as a
corporate lawyer for 20 years, specializing in entertainment finance. For the last several
years, Ms. Gahagan has served as a director, officer and audit committee member of
several public companies in the resource sector.”
Northern shares the same business address and SEDAR contact as RPT.
On November 8, 2010 Ms. Gahagan resigned as the CEO and Director of eShippers
Management Inc. (“eShippers), a company listed on the NEX board of the TSX Venture
Exchange. In the latest eShippers Information Circular dated February 19, 2010, Ms.
Gahagan’s principal occupation was listed as Principal at Gahagan Law Firm. eShippers
shares the same business address and SEDAR contact as RPT.
Ms. Gahagan is on the Board of Directors of Torch River Agricultural Corp. (“Torch River”), a
Saskatchewan Farming Company. On Torch River’s website, the address of RPT is listed on
the “Contact Us” page.
On October 25, 2010, Ms. Gahagan joined the Board of Directors of Visible Gold Mines Inc.,
a company listed on the TSX Venture Exchange.
Ms. Gahagan has been a member of the Board of Directors of Bowood Energy Inc., a
company listed on the TSX Venture Exchange, since November 22, 2006.
On RPT’s Management Information Circular, Ms. Gahagan’s principal occupation is Principal
of Carsonby Enterprises.
The Concerned Shareholder believes that Ms. Gahahan’s 20 years experience as an
entertainment lawyer, her principal occupations of being a Principal at the Gahagan Law
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Firm and a Principal at Carsonby Enterprises and her role as CEO of two shell companies
listed on the NEX Board of the TSX Venture Exchange do not qualify her as having the
knowledge and capability to invest RPT’s capital in resource transactions that will enhance
shareholder value. The Concerned Shareholder is concerned with the time available for
Ms. Gahagan to allocate for her role as President of RPT with her many roles at her law
firm, Carsonby Enterprises and the multiple public companies that she is an officer, a
managing director or a director of and her memberships on the board of director
committees.
The purpose of the solicitation of proxies by and on behalf of the Concerned Shareholder is to
replace the existing board of directors and to restructure the management team with the
addition of new members who have the time, the public company experience and credibility to
invest the capital of RPT.
The Concerned Shareholder's proposed director nominees are, and intend to restructure the
management team that is, dedicated to developing and executing a cohesive and prioritized
strategy for the exploration of RPT's projects, with a view to maximizing shareholder value while
preserving RPT's financial resources.
The Concerned Shareholder believes that a prosperous future for RPT and its shareholders is still
attainable, but only if RPT becomes fiscally responsible and effectively develops its business
under new leadership.
MATTERS TO BE ACTED UPON
A. Fixing the Number of Directors
Based on RPT's management information circular (the "Management Circular") dated as at
October 29, 2010, a copy of which is available under the SEDAR profile of RPT at
www.sedar.com, the Concerned Shareholder understands that the shareholders of RPT will be
asked at the Meeting to consider an ordinary resolution to fix the number of directors of RPT for
the ensuing year at four (4). At the Meeting, the Concerned Shareholder intends to oppose the
resolution to fix the number of directors at four (4), and will ask the shareholders of RPT to pass
an ordinary resolution to fix the number of directors of RPT for the ensuing year at five (5). The
persons named as proxyholder in the PINK Proxy and as appointee in the GOLD Voting
Instruction Form intend to ask the chair of the Meeting to allow consideration of an ordinary
resolution to set the number of directors of RPT at five (5).
The Concerned Shareholder recommends that the shareholders vote, and the persons named
as proxyholder in the PINK Proxy and as appointee in the GOLD Voting Instruction Form intend
to vote, AGAINST the resolution to set the number of directors for RPT at four (4), and FOR a
resolution to set the number of directors for RPT for the ensuing year at five (5).
B. Election of Directors: the New Slate
The Concerned Shareholder will nominate the five individuals (collectively, the "New Slate")
listed in the table below for election as directors of RPT for the ensuing year. In accordance with
RPT's Articles, each elected director of RPT will hold office until the next annual general meeting
of the shareholders of RPT or until his successor is duly elected or appointed, unless his office is
earlier vacated.
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The Concerned Shareholder recommends that the shareholders of RPT vote FOR, and the
persons named as proxyholder in the PINK Proxy and as appointee in the GOLD Voting
Instruction Form intend to vote FOR, each resolution to elect or appoint a member of the New
Slate as a director of RPT for the ensuing year.
If there are more nominees for election as directors of RPT than there are vacancies to fill, those
nominees receiving the greatest number of votes will be elected or appointed, as the case may
be, until all such vacancies have been filled.
Each of the members of the New Slate has confirmed his willingness to act as a director of RPT.
The Concerned Shareholder is not aware of any reason as to why any of the members of the
New Slate will be unable to serve as a director of RPT. However, if that occurs for any reason
prior to the Meeting, the Concerned Shareholder's representatives named in the PINK form of
proxy and GOLD voting instruction form intend to cast votes represented by such proxy or
voting instruction form for another nominee at their discretion as permitted by applicable law
unless you have specified in your proxy that your shares are to be withheld from voting on the
election of directors.