High River Gold Mines Ltd HRIVF

RE: RE: Careful

[cjsell]

Proud I do not consider Powers' comments negative in any respect.  In fact ALL HRG shareholders should read the notes to the FY08 statements.  For those who have not, please read the notes extracted below.  For long time holders we have had nothing but bad news and a poorly managed company.  Severstal is clearly driving the bus, but do we all want to get to the same destination?  We will know shortly. HRG needs two things right now, POG to remain high, and to renegotiate the debt repayment,  from the notes here are the cashflow requirements HRG must meet just to service the debt.  

 $ 126,899    million  FY 09
 $ 89,472      million   FY10
 $ 45,775      million  FY11
 $ 851            million FY12

Here is wishing for a buck, but I don't think that is going to happen any time soon.

CJ

Conflicts of Interest

Certain directors and officers of the Corporation are engaged in, and will continue to engage in, other activities in the industry in which the Corporation operates and, as a result of these and other activities, may become subject to conflicts of interest. In particular, each of the following individuals is an officer of or otherwise employed by an affiliate of Severstal, which holds approximately 53% of the issued and outstanding common shares of the Corporation: (i) Nikolay Zelenskiy, a director and Chief Executive Officer of the Corporation; (ii) Roman Deniskin, a director of the Corporation; (iii) Oleg Pelevin, a director of the Corporation; (iv) Evgeny Tulubensky, a director of the Corporation; and (v) Andrei Maslov, the Treasurer of the Corporation. Such individuals’ responsibilities to their employer may, therefore, conflict from time to time with the interests of the Corporation.

In addition, certain of the directors and officers serve as directors and officers of other public entities and therefore it is possible that a conflict may arise between their duties as a director or officer of High River and their duties as a director or officer of such other entities. High River has addressed and continues to address such conflicts of interest in accordance with reasonable expectations and objectives of each of the parties involved. Furthermore, the directors and officers of High River are aware of the existence of laws governing accountability of directors and officers for corporate opportunity and requiring disclosures by directors of conflicts of interest and High River will rely upon such laws in respect of any directors’ or officers’ conflicts of interest or in respect of any breaches of duty by any of its directors or officers. All such conflicts will be disclosed by such directors and officers in accordance with the Canada Business Corporations Act and they will govern themselves in respect thereof to the best of their ability in accordance with the obligations imposed upon them by law.

Severstal Exercises Significant Control over the Corporation

Severstal, through its affiliates, owns approximately 53% of the outstanding shares of the

Corporation and may acquire additional shares, including upon the exercise of warrants. In addition, four

of the Corporation’s current directors are nominees of Severstal and its Chief Executive Officer is an

employee of Severstal. As a result, Severstal exercises significant control over the Corporation, giving it

the ability, among other things, to elect a majority of the Board of Directors, approve significant corporate

transactions and delay or prevent a change of control of the Corporation that could be otherwise

beneficial to minority shareholders. Severstal generally will have the ability to control the outcome of any

matter submitted for the vote or consent of High River’s shareholders. In some cases, the interests of

Severstal may not be the same as those of the Corporation’s other shareholders, and conflicts of interest

may arise from time to time that may be resolved in a manner detrimental to the Corporation or its

minority shareholders.