Dissent process
posted on
Sep 18, 2010 07:50AM
Black Horse deposit has an Inferred Resource Now 85.9 Million Tonnes @ 34.5%
With the SPQ meeting just shy of 2 weeks away, a little info for those interested in how the Dissent process works as per TSX rules. We were advised that KWG are in possession of approx. 250,000 SPQ shares and in a call last week, IR confirmed they are still dissenting and will be when the special meeting takes place on Oct. 4th and Cliffs with approx. 84% of SPQ shares will vote to take SPQ private.
Shareholder must dissent in all the shares they hold. They must advise either before or at the Special meeting a written objection to the resolution. The Corporation shall within 10 days after the shareholders adopt the resolution send to each shareholder who has filed an objection, notice that the resolution has been adopted, this notice will advise the shareholder the procedures to be followed to excercise rights. The dissenting shareholder shall within 20 days after the resolution has been adopted , send to the Corporation a written notice containing 1 - the shareholder's name and address, 2 - the number and class of shares in which the shareholder dissents, 3- a demand for payment of the fair value for such shares. Not later than the 30th day after sending of a notice, a dissenting shareholder shall send in certificates representing the shares in which the shareholder dissents to the Corporation or their transfer agent. A DISSENTING SHAREHOLDER WHO FAILS TO COMPLY WITH THESE CONDITIONS HAS NO RIGHT TO MAKE A CLAIM UNDER THIS SECTION. (caps mine) The Corporation or it's transfer agent shall endorse any certificates received a notice that the holder is a dissenting shareholder and return the certificates to the dissenting shareholder. After sending notice, a dissenting shareholder ceases to have any rights as a shareholder other than the right to be paid the fair value of the shares as determined. The Corporation shall not later than 7 days after the resolution is effective or the day the Corporation received the notice the shareholder is dissenting, send to each shareholder a written offer to pay for the dissenting shareholder's shares in an amount considered by the Directors of the Corporation to be fair value AND A STATEMENT SHOWING HOW THE FAIR VALUE WAS DETERMINED.(caps mine) Every offer made for the same class of shares shall be on the same terms. A corporation shall pay for the shares of a dissenting shareholder within 10 days after an offer has been accepted, but any such offer lapses if the Corporation does not receive acceptance within 30 days after the offer has been made. If a dissenting shareholder fails to accept an offer, the Corporation may, within 50 days after the action approved by the resolution is effective or further time the court may allow, apply to the court to fix a fair value for the shares of any dissenting shareholder, or if the Corporation fails to app[y, a dissenting shareholder, may apply to the court within a further period of 20 days or any further time the court may allow. Costs - if a Corporation fails to comply with the above subsection, than the costs of the shareholder are to be borne by the Corporation unless the court orders otherwise.
Notice to Shareholders - Before making application to the court, or not later than 7 days after receiving notice of an application to the court by the shareholder, the Corporation shall give notice to each dissenting shareholder who has followed the above steps and not accepted the Corporation's offer, the date, place and consequences of the application and of the dissenting shareholder's right to appear and be heard in person or by Counsel. ALL DISSENTING SHAREHOLDERS SHALL BE DEEMED TO BE JOINED AS PARTIES FOR THIS ACTION AND BE BOUND BY THE DECISION OF THE COURT.( caps mine) (the above is based on the fact, you have followed all the required procedures). The court may in its discretion appoint one or more appraisers to assist the court to fix a fair value for the shares of all dissenting shareholders.
As you can see, a lengthy process is involved and you must follow all the steps to become a party to the Dissent. You must get your share certificates from your Broker and follow all the steps to qualify. Based on the 2 "premature" valuations we saw that KWG showed us, a fair value should be considerably more than what was paid to SPQ. As you know, if the value for SPQ increases, our KWG will also show our value, just based on Big Daddy, never mind Debut Diamonds, Canada Chrome, the Railroad right of way and our Net Smelting Royalty. If you want further info, you can go to the TSX webside and look under Dissenting Shareholders for a more detailed explanation of the Dissenting Process. Now the big questions remains, will Cliffs allow the above to happen and show the world how SPQ was taken on the cheap, or make KWG a reasonable offer to end this charade or wait til we prove up more more value with our drilling, rr, etc.? Exciting times! rj