Letter to OSCAll,
Below is an email I have sent to Wendy Dey, Director, Communications & Public Affairs OSC. I included the recent news release and peer comparison posted by Production 05 (I hope you don't mind). Waiting for a response!!
Dear Wendy,
I am writing this email with pure dissatisfaction in the way the OSC has been handling a current complaint in regards to High River Gold. Many fellow minority shareholders have written in with our concerns and the OSC has refused to take action or look into what is going on here!! I have pasted the OSC “what we do” statement below. Please read as I think you might need a refresher.
In an effort not to be redundant, I will be very brief. HRG shares have been manipulated and purposely kept undervalued since the intrusion of Severstal as Majority Shareholder in late 2008. The HRG Board of Directors, 3 of whom have been appointed by Severstal, have consistently released bad news after any rally in share price. Now Severstal is issuing a bid for all minority shares at a price of .22 cents, well below value. I have pasted the recent news release below for your review (High River Gold Enters Into Support Agreement With Severstal) as well as Peer Comparison (High River Gold vs Russian African Peer Gold Mining Companies (C$)).
What are we to do when our Securities Commission refuses to take action on a foreign company taking advantage of a TSX listed company? We are going to take our story to the media and make it very clear that the OSC has taken NO action upon numerous complaints. In addition I am prepared to take action against the OSC if this bid is successful and my shares a rendered virtually worthless. Please, please, respond to my email with something more then the typical OSC template jargon!!
What We Do
The Ontario Securities Commission administers and enforces securities legislation in the Province of Ontario. Our mandate is:
- To provide protection to investors from unfair, improper or fraudulent practices; and
- To foster fair and efficient capital markets and confidence in capital markets.
High River Gold Enters Into Support Agreement With Severstal
TORONTO, ONTARIO, Jun 16, 2009 (MARKETWIRE via COMTEX News Network) --
The Board of High River Gold Mines Ltd. (TSX: HRG) ("High River" or the "Company") announced today that High River has entered into a support agreement (the "Support Agreement") with Lybica Holding B.V. ("Lybica"), an affiliate of ZAO Severstal Resources, the mining division of OAO Severstal ("Severstal"), in connection with the proposed acquisition by Severstal of all of the common shares (the "Common Shares") of High River. Under the terms of the Support Agreement, Lybica will offer to acquire, by way of a take-over bid, all of the issued and outstanding Common Shares (excluding the Common Shares currently controlled by Severstal) for cash at a price of C$0.22 per Common Share (the "Offer").
The Special Committee of the independent members of the Board of Directors of the Company have unanimously determined that the Offer is fair to minority shareholders and is in the best interests of the Company and Paradigm Capital Inc., acting as an independent appraiser, has provided a valuation and fairness opinion to the Special Committee that the consideration under the Offer is fair, from a financial point of view, to the Company's minority shareholders. Based on this conclusion, the Board of Directors (with Severstal nominees abstaining) unanimously recommends that shareholders accept the Offer.
The take-over bid circular, containing the full terms of the Offer, will be sent to the Company's shareholders, together with the directors' circular and other related documents in connection with the Offer, on or about June 22, 2009.
Severstal currently controls 312,771,130 Common Shares, representing approximately 53% of the outstanding Common Shares, and following completion of the previously announced private placement of 59,019,367 additional newly issued Common Shares, will control approximately 57.3% of the outstanding Shares.
The Offer is subject to certain conditions that are required to be satisfied prior to take-up and payment by Lybica; however, there is no minimum tender requirement.
High River may terminate the Support Agreement under certain circumstances, including if the Board of Directors determines in good faith that it has received a Superior Proposal (as such term is defined in the Support Agreement). If High River terminates the Support Agreement in order to accept a Superior Proposal, it must pay a break fee of C$1.7 million. Lybica will have the right to match any Superior Proposal within five business days of it being made.
About High River
High River is a gold company with interests in producing mines and advanced exploration projects in Burkina Faso and Russia.
| High River Gold vs Russian African Peer Gold Mining Companies (C$) |
| This started out as a basic analysis to prove a point. Another person and I decided to adjust the analysis for the impacts of cash and debt on the market cap of peer group members in order to make the analysis more rounded. One should note that the C$175.8M used for HRG in the analysis is at Q1'09 and is stated in Canadian dollars. With the recent debt payment, HRG's debt is currently US$106.5M. | | | | |
| | | | | |
| High River Gold | | | | |
| $ 126,900,000 | Current Market Cap | | | |
| $ 25,000,000 | Cash & Equivalent | | | |
| $ 175,800,000 | Debt | | | |
| $ 277,700,000 | Adjusted Market Cap | | | |
| 69,118 | Oz Produced | | | |
| $ 4,018 | Adj. Market Cap/Oz Produced | | | |
| $ 22,729 | Peer Avg. Adj. Market Cap/Oz Produced | | |
| $ 1,570,963,780 | What Market Cap should be | | | |
| 590,200,000 | Shares out | | | |
| $ 2.66 | What Share Price should be | | | |
| | | | | |
| Rand Gold Resources | | Red Back Mining | |
| $ 5,900,000,000 | Current Market Cap | | $ 2,100,000,000 | Current Market Cap |
| $ 282,100,000 | Cash & Equivalent | | $ 153,000,000 | Cash & Equivalent |
| $ 2,500,000 | Debt | | $ - | Debt |
| $ 5,620,400,000 | Adjusted Market Cap | | $ 1,947,000,000 | Adjusted Market Cap |
| 110,313 | Oz Produced | | 70,408 | Oz Produced |
| $ 50,950 | Adj. Market Cap/Oz Produced | | $ 27,653 | Adj. Market Cap/Oz Produced |
| | | | | |
| Polymetal | | | Peter Hambro Mining |
| $ 3,200,000,000 | Current Market Cap | | $ 1,100,000,000 | Current Market Cap |
| $ 4,600,000 | Cash & Equivalent | | $ 30,000,000 | Cash & Equivalent |
| $ 359,300,000 | Debt | | $ 424,400,000 | Debt |
| $ 3,554,700,000 | Adjusted Market Cap | | $ 1,494,400,000 | Adjusted Market Cap |
| 134,841 | Oz Produced | | 107,400 | Oz Produced |
| $ 26,362 | Adj. Market Cap/Oz Produced | | $ 13,914 | Adj. Market Cap/Oz Produced |
| | | | | |
| Semafo Inc. | | | Highland Gold | |
| $ 468,000,000 | Current Market Cap | | $ 341,000,000 | Current Market Cap |
| $ 23,200,000 | Cash & Equivalent | | $ 196,500,000 | Cash & Equivalent |
| $ 62,900,000 | Debt | | $ 175,100,000 | Debt |
| $ 507,700,000 | Adjusted Market Cap | | $ 319,600,000 | Adjusted Market Cap |
| 58,100 | Oz Produced | | 40,000 | Oz Produced |
| $ 8,738 | Adj. Market Cap/Oz Produced | | $ 7,990 | Adj. Market Cap/Oz Produced |
| | | | | |
| Golden Star Resources | | Total Peers | |
| $ 495,700,000 | Current Market Cap | | $ 13,604,700,000 | Current Market Cap |
| $ 31,900,000 | Cash & Equivalent | | $ 721,300,000 | Cash & Equivalent |
| $ 139,500,000 | Debt | | $ 1,163,700,000 | Debt |
| $ 603,300,000 | Adjusted Market Cap | | $ 14,047,100,000 | Adjusted Market Cap |
| 96,971 | Oz Produced | | 618,033 | Oz Produced |
| $ 6,221 | Adj. Market Cap/Oz Produced | | $ 22,729 | Peer Avg. Adj. Market Cap/Oz Produced |
| | | | | |
| Notes: | | | | |
| 1.Market cap is as of June 15, 2009. | | | |
| 2.All financial is as of ned of Q1 2009, except for Polymetal, Peter Hambro Mining and Highland Gold |
| where Q4’08 financial data was used as Q 1 not release yet. | | |