Datt Capital Calls for Board Changes at Koonenberry Gold - April 2025

April 28, 2025: Boutique investment manager Datt Capital, a substantial shareholder in Koonenberry Gold Limited (ASX: KNB) with a 12% stake, has publicly called for urgent Board-level changes at the listed minerals explorer, citing concerns over governance and shareholder value preservation.

In a strong statement, Datt Capital announced its intention to replace two existing non-executive directors - Darren Glover and George Rogers - with two new candidates: Tim Kennedy, as an Independent Non-Executive Director, and Tony Gu, as a Non-Independent Non-Executive Director.

The firm emphasised that the proposed changes would not affect Koonenberry’s current executive management team.

Emanuel Datt, Chief Investment Officer of Datt Capital, noted that the skill sets of Glover and Rogers were no longer aligned with the company’s needs following the recent discovery of significant gold potential at the Enmore project.

Datt Capital had previously submitted confidential requests for board changes, but after being rebuffed by Koonenberry, formally moved resolutions under section 203D of the Corporations Act to remove the two directors. Datt criticised Koonenberry for not disclosing these developments to the market via an ASX announcement and instead putting forward a controversial incentive package for these directors.

The proposed performance rights incentive package, announced by Koonenberry on April 10, 2025, has been heavily criticised by Datt Capital. The firm argues that the package represents an "egregious transfer of value from shareholders to the Board," estimating a potential $5.4 million dilution to shareholder value, assuming a 20-cent share price. The package could dilute existing shareholders by almost 6% without delivering tangible benefits.

“The vesting terms are inappropriate for a company with a confirmed, significant gold discovery and pending drill program results,” Datt stated.

“Rather than being linked to fundamental value creation, the conditions are tied to short-term share price movements.”

Datt noted that a well-structured incentive package should include vesting conditions based on tangible metrics, such as gold resource quantities verified under the JORC Code, combined with a 30-day volume-weighted average share price metric.

“The Board’s new proposal departs from past practice and represents poor governance,” Datt added.

“Our proposed Board candidates have the skills and proven track record to build and maximise value for all shareholders.”

Voting Recommendations

Ahead of Koonenberry’s upcoming Extraordinary General Meeting (EGM), prior to 24 June 2025, Datt Capital has confirmed it will:

• Vote FOR resolutions for board change;
• Vote FOR resolutions to consolidate the company's share capital; and
• Vote AGAINST all resolutions concerning director remuneration and the issuance of performance rights.

Datt Capital has strongly urged fellow shareholders to support its voting stance to ensure the company’s future is aligned with value creation and sound corporate governance principles.

Download the full PDF: Datt Capital calls for urgent Board changes at Koonenberry Gold Limited on governance issues