via Stikeman - To Be Or Not To Be: Going Private

A good article concerning taking a company private in Canada and what that legally requires. GBN.V has been run as shell company of no value.

GBN.V as a company is set up for this kind of transaction. None of the original board members sits on the board. But there are still shareholders holding millions of shares each, according to the insiders report.

The shareholder vote for the meeting in October was probably meant to obtain the necessary vote for a squeeze out. Notable was the requirement to vote in favour, according to the SEDAR notice in August, though we have no idea exactly what transpired, with no information from the company. But if you had accumulated a large number of shares, you would vote in favour, anyway, because voting against is basically voting against yourself. Overall, the legal requirements are probably in place for a 'Squeeze Out'

The company obtained a vote in favour of a reverse-split in 2014, stating that shareholders would be compensated in cash, rather than shares. Then in 2015, shareholders were required to vote in favour of whatever was to transpire.

In order to be a shareholder of record for the proposed mystery transaction, you were expected to enter your vote along with the shareholder meeting. Presumed that if you voted against, then you would be settled in cash. This has the appearance of a squeeze out.

The end of fiscal year comes in ~ 80 business days. The settlement period for a 'Squeeze Out' is supposed to be 60-90 days. The announcement of commercial production was April 1, 2011.

In order that the company runs as a business and a taxpayer, this is a very auspicious date for restructuring. All of the elements for a squeeze out are in place and were put in place at the third quarter of calendar 2014 and the third quarter of calendar 2015. With shareholder approbation.

A 'Squeeze Out' will probably feel like being squeezed out of a meat grinder.

http://www.stikeman.com/2011/en/pdf/MA_GoingPrivate_05.pdf

Going Private - Wall St. Journal (old article)

http://www.cdr-inc.com/news/perspectives/private_equity-nov27-2006.pdf

-F6