CAN-CAL RESOURCES LTD. (OTCMKTS:CCRE) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 6, 2019, Mr. Casey Douglass, Mr. Gary Oosterhoff and Mr. Cornelus (Case) Korver provided notice to the Board of Directors of Can-Cal Resources Ltd. (the “Company”, “Can-Cal”, “we” and “us”) of their resignations from the Board of Directors effective at a future date (the “Resignations”), upon the appointment of Casey Douglass as designee by the Defendants and upon the appointment of a Board of Director’s designee by the plaintiffs in the shareholder derivative lawsuit in the District Court, Clark County, Nevada (Case No.: A-14-701465-b, Dept. No.: XI)(the “Lawsuit”) and the appointment of a third member of the Board of Directors consistent with the “Stipulation and Agreement of Settlement” entered into in connection with the Lawsuit (the “Settlement”).
Notwithstanding the above, as discussed below under Item 8.01, those events have not occurred to date and as such Mr. Casey Douglass, Mr. Gary Oosterhoff and Mr. Cornelus (Case) Korver continue to serve as members of our Board of Directors.
Item 8.01 Other Events.
As previously reported in the Current Report on Form 8-K filed by us on November 13, 2018, to the Settlement, Mr. Casey Douglass, Mr. Gary Oosterhoff and Mr. Cornelus (Case) Korver must resign from the Board of Directors of the Company and two new members of the Board of Directors must be appointed, one from the plaintiffs in the Lawsuit, and one mutually appointed by the defendant and the plaintiffs in the Lawsuit.
On February 6, 2019, the Company held a Board of Directors meeting for the above stated purpose. The meeting was attended by the current members of the Board of Directors (Mr. Casey Douglass, Mr. Gary Oosterhoff and Mr. Cornelus (Case) Korver), with Mr. Hugo Bondi attending telephonically as Board appointee of the plaintiffs.
Mr. Douglass, as Chairman, advised that the conditional resignations of Mr. Casey Douglass, Mr. Gary Oosterhoff and Mr. Cornelus (Case) Korver were presented to the Board of Directors and that such resignations were conditioned upon Mr. Bondi (as appointee of the plaintiffs in the Lawsuit) and Mr. Douglass (as appointee of the defendants in the Lawsuit) agreeing on a third director appointee, with all three to be the “replacement directors” of the Company as per the Settlement, before the Resignations could be considered to be tendered and accepted.
Mr. Bondi and Mr. Douglass were unable to mutually agree on a third member of the Board of Directors to be appointed to the requirements of the Settlement at the meeting. As such, the Resignations are not yet effective and Mr. Casey Douglass, Mr. Gary Oosterhoff and Mr. Cornelus (Case) Korver continue to serve as the sole members of the Board of Directors.
Notwithstanding the above, the Company has become aware that, since the meeting, Mr. Bondi has held himself out as a member of the Board of Directors and as Secretary of the Company (notwithstanding the fact that the Board has never appointed him to such position).
This filing is to confirm the current members of the Board of Directors and the fact that the Resignations are still being held pending the mutual agreement of the third director appointment discussed above.
About CAN-CAL RESOURCES LTD. (OTCMKTS:CCRE)
Can-Cal resources Ltd. is an exploration-stage company. The Company is engaged in seeking the acquisition and exploration of metals mineral properties. The Company owns, leases or has mining interest in two mineral properties in the southwestern United States (California and Arizona): Cerbat, Arizona and Pisgah, California. The Pisgah Project is located in San Bernardino County, approximately 70 kilometers east of the city of Barstow, California, and over 310 kilometers south-southeast of Las Vegas, Nevada, United States. The Company’s Pisgah property consists of approximately 120 acres located over 10 miles southwest of Ludlow, California, with a hill of volcanic cinders. The Cerbat Group of claims is located in the Hualapai Mining District, approximately 15 miles north from Kingman. The Company’s Cerbat Property includes approximately six patented mining claims in the Cerbat Mountains, Hualapai Mining District, and Mohave County, Arizona.