Warren Irwin - Pro - Noront? FWR Conference Call - Mac Grilled Hard.
posted on
Dec 05, 2009 02:45AM
NI 43-101 Update (September 2012): 11.1 Mt @ 1.68% Ni, 0.87% Cu, 0.89 gpt Pt and 3.09 gpt Pd and 0.18 gpt Au (Proven & Probable Reserves) / 8.9 Mt @ 1.10% Ni, 1.14% Cu, 1.16 gpt Pt and 3.49 gpt Pd and 0.30 gpt Au (Inferred Resource)
To those that have not listed to the FWR Conference Call - I would recommend doing so for entertainment purposes. Their information provided is dismal and lacking in depth. They seem very ill-prepared to defend any commentary from retail or institutional investors. The most interesting conversation is transcribed below word for word for your enjoyment. Just before this, a caller grilled Mac on a 43-101 on the FWR chromite assets - Mac's response is dismal. He talks about December being a tough time to get people to work hard??? WTF. Pay them - they have to do the work - it's that simple. Moving on to Warren.....
Quoting Warren Irwin,
"Two key questions that I was wondering if the board has looked at. Um, when I'm evaluating the two, um, the two offers, I see um a tax free rollover into Noront shares vs my understanding is I either roll into uh Cliffs shares or you know roll into Cliffs shares and sell them, I'm looking at a substantial tax payable, and when I take that into account and the fact that I want to be a long term investor in the ring, it's probably better for me to do a tax free rollover into Noront. Second thing I was wondering if the board has considered is whether they've considered reducing the 6.5 million dollar payment to uh, senior management. I take this a bit personally because, uh myself, given the number of units I have here, um, 300,000 of that money is coming out of my pocket, and I'm wondering whether the board has stepped forward to reduce that number for us all"
Response from Lawyer
"It's Neil Wiener speaking. In terms of the tax situation we are certainly aware that the transaction with Cliffs, because it is a US company, does not provide the opportunity for a tax free rollover, whereas the transaction with Noront might. We don't think as a board that the immediate or deferred tax consequences of the transaction should be the prime reason behind recommending acceptence or rejection of an offer. The board thinks that clearly, the Cliffs offer is a better offer, regardless of immediate or deferred tax consequences. We point out as well, as Mac Watson indicated, that the Cliffs shares are highly liquid, so that if certain shares want - if you want to sell some of the shares in order to pay a tax bill in April 2011 you will clearly be able to do so. In terms of the payments to the three members of senior management these contracts were put into place more than a year ago. We addressed this issue in detail in the Director's Circular dated October 27th. We indicated that these three senior executives, Mac Watson, Ronnie Kay, and Don Hoy, have been significantly underpaid for many years and have put the interests of Freewest ahead of the ins....excuse me...have put the interest of Freewest ahead of their personal interests for those many years. And the board of directors, obviously with those three individuals not participating in any decision, agreed to these change of control payments in recognition of the fact that the compensation of the three individuals has been exceedingly low for the past 25 years in the case of Mac Watson and Ronnie Kay, and the past 17 years in the case of Don Hoy. So those are binding agreements of Freewest and they will stay in place as we go forward."
PAUSE
Warren Irwin
"Uh - Thank you for your answer. Uh, I represent over 11 million shares and I will NOT be tendering to this offer, Thank you."
BOMB!!! Mac is cleary unsettled after this and his other responses are short and rude. He was and is likely pissed.
Warren wants exposure to the Ring - which means Pro-NOT or at minimum anti Cliffs in this deal. I can't see him being anti-NOT in this case but that is opinion only (for various reasons that DD would uncover).
FWR is getting raked over the coals by their SH on this one.
WW