OSC Response # 2I received another response from the OSC today. Although once again they don't except any responsibility or feel there has been any breach to OSC regulations, they do offer some other avenues of resistance. I will call Jeff tomorrow and explain in more detail our concern of manipulation through bids and offers as well as the no PR to promote the stock while trying to take over the company.
Does anyone have access to the bid and ask history illustrating the obvious reason for the stock dropping everyday at the bell?
Dear Mr. Fisher :
Thank you for contacting the Ontario Securities Commission (OSC) with your concerns about the recently announced private placement proposing to issue new shares of High River Gold Mines Ltd. (HRG) to Polencia Investments, an affiliate Troika Dialog, a Moscow based investment bank.
The OSC is responsible for administering and enforcing Ontario securities law. Our reviews of complaints are undertaken from a regulatory perspective, to consider whether the issuer may have failed to comply with securities regulatory requirements that apply to it. In reviewing your concerns we did not identify any clear, substantive evidence of a breach of the law we administer.
The Role of the TSX
In addition to Ontario securities law, companies which offer their publicly listed securities to investors in Ontario, must also comply with all the rules established by the exchange on which they are listed. In the case of HRG, the applicable rules would be those of the TSX.
The TSX has requirements for private placements, including the maximum discount allowable for new securities issued. It appears from information disclosed by HRG in a Material Change Report posted on the System for Electronic Document Analysis and Retrieval (SEDAR) on November 6, 2009, that the TSX has conditionally approved for listing, shares issued under its proposed private placement. We note the approval is subject to finalization of the related documentation, completion of due diligence and the receipt and clearance by the TSX of Personal Information Forms to be submitted by Polencia.
For further information about compliance with TSX requirements or to submit your complaint, if you have not yet done so, you may wish to contact the TSX by e-mail at info@tsx.com or by calling toll free 1-888-873-8392.
If you disagree with the final position of the TSX, please note there are specific statutory provisions under which applications can be made to the Commission for relief by certain parties. You may wish to review subsection 21.7(1) of the
Securities Act (Ontario), which provides affected parties with the right to apply to the Commission for a hearing to review the decision, direction, ruling or order of a stock exchange, but we recommend that you consult your own legal counsel for guidance and advice about making such an application.
Protection for Minority Shareholders
The application of Multilateral Instrument (MI) 61-101
Protection of Minority Security Holders in Special Transactions to any future going private transaction of HRG cannot be determined until the time of the proposed transaction. To view MI 61-101 on the OSC website at
www.osc.gov.on.ca, from the homepage:
- choose "Instruments, Rules & Policies" under the heading "Securities Law and Instruments"
- select "Category 6 - "Take-Over Bids and Related Special Transactions"
- scroll down to "61-101- Protection of Minority Security Holders in Special Transactions and Related Companion Policy 61-101CP Protection of Minority Security Holders in Special Transactions" and review the multilateral instrument dated "February 1, 2008".
Sincerely,
Jeff Fennell
Senior Inquiries Officer
Ontario Securities Commission
inquiries@osc.gov.on.ca
416-593-8314 or toll free at 1-877-785-1555