collective proposal to asx

21 January 2019

Ms Sarah Smith
Company Secretary
Hardey Resources Ltd
Suite 2/1 Altona Street
West Perth WA 6005

Dear Ms Smith,
Re: Proposal to reconstitute Hardey Resources board and resurrect listing status
Further to our recent correspondence, the undersigned represents collective shareholders of over 10% of Hardey Resources Ltd (HDY), which filed a substantial notice with the ASX on 17 January 2019. Since receiving this mandate to act on behalf of a significant number of minority shareholders, we have expedited ensuring that all regulatory requirements have been formally met (against tight timelines) and mobilised a highly competent team to deliver our agenda.
Our group is cognisant the ASX is presently reviewing HDY’s proposed remedial action but is yet to make a determination on whether to accept this route. As such, our effort is to work in tandem with the ASX and provide a credible solution that will facilitate: 1) replacing the current board with three calibre independent individuals that can add value immediately; 2) a viable strategic intent to optimise the vanadium, gold and copper assets via reinvigorating stagnant exploration programs; and, 3) align with a reputable stockbroker to assist recapitalising HDY to deliver on the business plan.
For full clarity, we are not aware of HDY’s proposed remediation to the ASX. However, the purpose of this letter, which will be simultaneously sent to Mr Wade Baggott & Mr James Rowe at the ASX, is to outline to a proposed solution which we believe is fair and equitable to all stakeholders, but especially minority shareholders.
Proposed changes
Our group is adamant the current board must all resign immediately. This will enable the appointment of a new experienced and independent board to review all third-party service agreements, reshape the strategy to recommence exploration and be completely unencumbered from the outgoing management’s decisions.
The three proposed independent replacement non-executive directors include:
Matthew Foy – Currently with Minerva Corporate in Perth as Compliance Director. Mr Foy is a very safe pair of hands in this situation and, notably, can aid stabilising HDY and improve the rapport with the regulator. He spent four years at the ASX and possesses core competencies in publicly listed and unlisted company secretarial, administration and governance disciplines. His working knowledge of ASIC and ASX reporting, document drafting skills and an active role in the Governance Institute of Australia (GIA) State Governance Council ensure a solid base to make a valued contribution.
Ahmad Tamerji – Currently runs a business in NSW that has been operating since 1982. This business specialises in mining services providing transport freight / heavy equipment for the mining sector, interprets cost effective equipment solutions to boost operating margins and has over 100 employees. Through this business and other investments, Mr Tamerji has regular ongoing dealings with Chinese groups that are expected to yield new potential investors and prospective customers, especially for vanadium / base metals, to the table. During his career and upward movement into senior managerial roles, Mr Tamerji has been at the forefront of making significant business investment decisions and successfully driving change management to deliver positive financial outcomes. Mr Tamerji is an Associate Member of the Institute of Mechanical Engineers of Australia.
Genghis Erkan – A qualified chemical & metallurgical engineer, augmented with a degree in business management, Mr Erkan has over 25 years’ experience working in the mining / mineral processing industries (including circa 8 years with BHP). He is Perth-based but worked and managed multiple energy related projects in Australia and overseas including vanadium, lithium and cobalt. He brings relevant experience to the table, which will be a key asset as HDY charts a new course forward. He is a Fellow member of Engineers Australia.
It is our holistic view, the new board members’ combined skill is more than adequate to take HDY forward, especially optimise key assets through initiating exploration drilling, to create long-term value for shareholders.
In addition to the independent directors outlined above, we have appointed Mr Shaun McRobert of MinterEllison in Perth to provide guidance on regulatory dealings with the ASX, if this proposal is accepted.
Please ensure the current board and your legal advisors are made aware of this proposal, while we are waiting for the ASX’s decision on how to proceed.
If you or colleagues have any questions, then please connect with the undersigned.

Yours faithfully

Ahmad Tamerji
On behalf of shareholders in
Hardey Resources Ltd