Armoyan, who became a director in September 2008 and departed on May 29, 2009, is contemplating action because of the way in which a recently closed non-brokered private placement by Cordy was structured. Cordy raised $4.8-million -- via the sale of 30 million units (a share and a warrant) at 16¢ per unit. Some of the proceeds will be used to fund Cordy's acquisition of Tawow Resources Inc. The rest will be used to bolster Cordy's cash resources.

"We are in a tough market and we need the cash. It was a business decision," said Dale Orr, Cordy's senior vice-president of investor relations.

But a large chunk of the financing was placed with either Cordy insiders or family members of insiders. As a result of that investment, the insiders -- principally the Mullen family -- now have a larger stake in Cordy than they did prior to the financing that was announced on Oct. 1. (David Mullen is Cordy's chief executive.) By Geosam's calculations, the Mullen clan subscribed for more than two-thirds of the units available and now have a 37% stake, which will rise to 44% if the warrants are exercised. Prior to the financing, Geosam calculated the same members of the Mullen family owned 27%.

Geosman, which owns 6% of Cordy, said the private placement "overwhelmingly benefited the interests of certain insiders." Geosman claimed Cordy's board also chose to ignore its "offer to participate in the private placement at a substantial premium to the proposed subscription price." (Clarke Inc., a public company associated with Armoyan, has a large stake in Cordy. According to Bloomberg, it has 13.8%.)

Geosam wrote to Cordy on Oct. 6, saying it wanted to participate in the financing, offering to buy half the units at 18¢ per unit -- an extra $300,000 for Cordy. But Geosam said it wasn't "contacted by the board or any of its advisors."

Armoyan wasn't available for comment, but a Geosam executive said: "We view this as an attempt by a group of shareholders to seize control of Cordy on the cheap and we are shocked that they are being allowed to do so. We are disappointed by the board's blatant disregard for the rights of minority shareholders."

Meantime, Geosam has contacted the TSX Venture Exchange, asking to review the decision and request a shareholder vote. When asked why Geosam wasn't invited to participate, Orr said, "It is a private placement and was filled straight away." Orr chose not to reply on whether the financing represented an example of "good corporate governance."

Matters between Geosam and Cordy started to unravel last March, when Geosam indicated its intention to purchase Cordy at 20¢ a share. Cordy formed a special committee to evaluate alternatives and hired a financial advisor. The special committee wanted Geosam to pay for the formal valuation. Cordy's Orr said Geosam didn't deposit the required funds. One week later, Cordy announced Armoyan resigned as a director.