RE: RE: Combined EffortStumpo, Please find below the letter and response from the OSC. Keep in mind that this was sent in June and there have been many more suspect activities since then. I will be writing a new complaint to the OSC, TSX and my MP Jim Flaherty.
Thy Fish
Dear Mr. Fisher:
I acknowledge receipt of your e-mail sent to Ms. Wendy Dey, Director of Communications & Public Affairs for the Ontario Securities Commission (OSC), concerning High River Gold Mines Ltd. (HRG). I was asked to review your matter and to respond on Ms. Dey's behalf.
As a result of my initial analysis, I forwarded your concerns to the Corporate Finance branch of the OSC. Although you may hear nothing further from us about your complaint, I can assure you it is being reviewed by the appropriate staff. However, the OSC does not generally comment on the existence, status, or nature of an investigation or review. The purpose is to protect the integrity of investigations, to ensure the complaint process is not used to affect the market, and to provide fairness towards those who are the subject of investigations, but against whom proceedings may never be taken.
It is also important to understand what OSC staff will review, and how that relates to our mandate. The OSC provides protection to investors in Ontario by administering and enforcing Ontario securities law. Most of the provisions affecting reporting issuers are concerned with the disclosure of information. The OSC does not generally interfere in the business decisions of issuers, and shareholder rights are largely governed by corporate law, not securities law. But in addition to the general requirements for disclosure there are rules and policies that specifically regulate takeover bids and related transactions. Some provisions are specifically designed to protect minority security holders.
You may wish to review the instruments listed under "Category 6 - Take-over Bids and Special Transactions" which are available under the "Rules, Policies, & Notices" subheading on our homepage at
www.osc.gov.on.ca. Specifically, you may wish to review Multilateral Instrument 61-101
Protection of Minority Security Holders in Special Transactions.
We appreciate the time you have taken to express your concerns to us. As I noted above, OSC staff will consider them from a regulatory perspective for potential breaches of Ontario securities law. However, if you want the OSC to make a particular decision in this matter, you may wish to submit a formal application to the OSC. As a regulator, the OSC may not provide legal opinions to the public or interpret the law for applicants. To submit an application for a decision you will need to work with legal counsel, and you should know that there are fees for making such applications to the OSC. You may also wish to discuss with your lawyer other potential actions in the courts under corporate law.
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
You wrote -
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.
Sincerely,
Brad Fisher