Email conversation with Carlisle ManagementI did not hear back after my last reply below ;
Hi Bruce,
I am in total agreement about knowing the facts and wish to do so - I am sure every other shareholder of Carlisle Goldfields
would also like to know the facts. I am trying to get the facts by asking questions that puzzle me, but no answers seem
forthcoming.
If the explanations are so simple why can't a simple email or news release get " all of the facts " out there. I do not believe I have
said anything that is not truthful, given the information I ( shareholders ) have. Why would you rather " talk " than put the explanations
in an email, this doesn't make sense to me ?
As far as the Confidentiality Agreement - as it seems, in my eyes, the " jilted " party is Nord Gold why don't we ask them to waive
this agreement which would free both sides to " talk " about what happened ?
I do appreciate your time and effort but answering the few questions I have ( within your legal parameters ) and / or explaining in your
words why management made the decisions you made would go a long way to satisfying my curiosity as to why I am looking at a .035
share price rather than voting on a .096 offer - the difference to me being about 120 thousand dollars in my pocket - I wouldn't recover all
of my losses but it would definitely let me sleep better at night.
Thanx Dave Adamchuk
Dave
If you do not want to talk that’s fine, but I’ve always thought being in command of the facts
is not an unimportant factor in making decisions and comments. I am not prepared to get into an
email discussion about any of this for numerous reasons. Probably the most important reason is
the TSX has opined that we have to act according to the terms of the Confidentiality Agreement with
Nordgold. They apparently don’t because they are offshore, but we do. I’ve reached out. If you choose
to not engage that is your prerogative. There are fairly simple explanations for all of this if you want talk.
Regards
Bruce
From: Dave Adamchuk [mailto:dave.adamchuk@telus.net]
Sent: December-04-14 1:43 PM
To: Bruce Reid
Subject: Re: Carlisle questions
Hi Bruce,
I think, rather than explaining things to me, you ( management ) should be explaining things to ALL shareholders.
The " reality " of what event ?
" never seen this kind of activity or behavior before " - are you referring to " Twitter " ?
From my perspective, as a shareholder who's holdings are sitting at a loss of approximately ONE HUNDRED AND SIXTY
THOUSAND DOLLARS, what I am seeing is management making decisions on my behalf that are not in my best interest.
Please explain why ;
- you would place " standstill " clauses within confidentiality agreements ?
- you would dilute our shares when you have 19 companies possibly interested in making an offer ?
- you would give AuRico a three year " option " to earn a larger share of our asset ?
Managements decisions have made it near impossible for anyone ( but AuRico ) to make an offer to buyout Carlisle Goldfields
and I do not see how or why anyone would even try now. What I have seen over the last couple of years is massive share dilution,
assets being sold off, and the raising of monies ( while at a premium to market ) at well below ( 20% ) an offer being tabled.
I wish Carlisle would put out a news release to all shareholders explaining their actions ( this shouldn't be too difficult if you believe
what you have done to be in the best interest of " all " shareholders ) and if you could address the concerns I have brought forward
I believe the shareholders would be quite appreciative.
I, for one, would rather sell my shares at .096 today than wait for ... a .035 bid doesn't help any of us shareholders.
Thank You for your time - Dave
On 14-12-04 09:47 AM, Bruce Reid wrote:
Dave
I asked Nick to get your phone # so I could explain the situation. You can call me on my cell
(the number is below) or you can provide me with yours and I will call you. I think you will
find the reality of this event interesting. After 35 years in the business I had never seen this
kind of activity or behaviour before.
Thanks
Bruce
dave.adamchuk@telus.net
I gave you the chance to answer my questions below and this is the response I got ;
Mr. Adamchuk,
To clarify, the Nordgold entreaty required your Company to repudiate or cancel the recently announced and legally binding agreement it has with AuRico.
The legal advice given and that you request was this "do not break a legally binding agreement".
The TSX upheld Carlisle's position and this concludes the matter.
Thank you for your interest in Carlisle.
With very best regards,
Abraham
Abraham Drost, P.Geo.
President&CEO, Director
Carlisle Goldfields Ltd.
Ph: 807-252-7800
adrost@carlislegold.com
www.carlislegold.com
There doesn't seem there is anything management can say that will make me happy - offer to buy my shares at .096 and I will go
away. Anything management has to say can be emailed to me, or better yet they should be writing a letter to all shareholders via
a news release too explain all of the decisions they have made to date.
Answering the questions below seems to have been too hard for management to wrap their head around so ...
On 14-12-04 07:11 AM, Nick Konkin wrote:
Dave, can you send me your phone number and my Executive director will call to discuss your concerns.
Thanks.
From: Dave Adamchuk [
mailto:dave.adamchuk@telus.net]
Sent: December 2, 2014 2:54 AM
To: Nicholas Konkin
Cc: Abraham Drost
Subject: Re: Carlisle questions
Hi Nicholas,
Reading this has brought up a few questions ;
- you say the Nord offer " wasn't an outright offer " - what do you mean by this ??? From an earlier news release " Nord Gold to make an offer to acquire all of the outstanding Carlisle shares at a price of 9.6 cents in cash per share " tells me they did offer to by all of the shares of the company. Please explain what you mean by " wasn't an outright offer ".
- why weren't the shareholders given the opportunity to consider ( vote on ) which option is best for us ?
- why are there " standstill " clauses in confidentiality agreements ? If I were writing up these agreements I would want the
opposite - let companies make offers and have them open for a good length of time so other suitors could also bid - let the
shareholders decide if the offer is " high enough ".
- can you please forward me a copy of the " legal opinion " that the company was " obligated " to do anything.
This paragraph brings up several questions ;
From our company point of view, AuRico will be spending approx. 30 million into the project and at a better valuation. In this market, Abraham as CEO will be doing extensive marketing and we are already seeing the outstanding orders being filled which will be the success on seeing share price appreciation. AuRico is an excellent partner and carries the best potential to serious shareholder value (Simply put, why have 9.6 cents when we could have way more?). Bruce Reid is the single largest individual shareholder and as executive chairman, he believes very strongly in the potential of this project and the value it brings to the shareholders of Carlisle as does the rest of management and the board.
- why will AuRico be spending 30 million " into the project " ? there is no guarantee they will spend this money - they have essentially
given themselves an option on our company ( for three years ) no matter how high Gold might go in these three years. Nice deal for them but I guess management wanted their cash and these were their terms.
- marketing and " already seeing the outstanding orders being filled " ??? Please explain - the shares are 4 cents bid, PERIOD !
- I WANT 9.6 cents because it is NOW and not years down the road - I can make more money with " other " investments than I can
waiting for CGJ to get any traction in the market ( as an example sell CGJ for .096 today and buy ME at .05 and I have many others ).
If you know anyone that would like to buy my shares for 9.6 cents they are available for a quick transaction - I have in excess of two million of CGJ shares that I would like to sell NOW ( at .096 or higher ).
- Bruce Reid is the largest shareholder - well considering CGJ's shares have been diluted by 100% over the last couple of years I
am sure Bruce has taken down some of these shares at Very attractive levels - maybe the company should be honest with their
shareholders and explain exactly who is getting what as far as compensation ( salary and stock ) and at what prices stock was issued. I
have read what is listed in Sedar and there are no such details that I can find.
So from what I can tell my shares have been diluted to death, the assets are being sold off piece meal, the company has raised cash
so it can pay salaries and keep the gravy train going ( salaries to employees ), and I am being TOLD that the Nord Gold offer is NOT
in my best interest.
Please answer my questions above and explain how all of the dilution, assets being sold off, and raising cash ( at a lower level than
an offer being made ) is beneficial to me.
In the future please tell management that we, the shareholders, want to make our own decisions as far as what is best for us.
Thanx Dave
On 14-12-01 07:25 PM, Nicholas Konkin wrote:
Thanks Dave, we understand your frustration and appreciate your comments regarding this. There are a number of complications regarding the NG “proposal" that brought the board to disregard it.
The first and most important is that wasn’t an outright offer for the company. One stipulation behind this was to continue due diligence and after a few months then maybe make the offer, but there was no guarantees.
Secondly, NG along with 18 other companies had signed CA s to have access to the data room. NG had approx. 8 months to facilitate the proper due diligence and were well aware there were other companies doing the same. From the companies point of view, if we lift one stand still, we have the lift the rest on the same grounds.
Thirdly, we were legally obligated at the time of the NG announcement to go forward with AuRico as planned.
From our company point of view, AuRico will be spending approx. 30 million into the project and at a better valuation. In this market, Abraham as CEO will be doing extensive marketing and we are already seeing the outstanding orders being filled which will be the success on seeing share price appreciation. AuRico is an excellent partner and carries the best potential to serious shareholder value (Simply put, why have 9.6 cents when we could have way more?). Bruce Reid is the single largest individual shareholder and as executive chairman, he believes very strongly in the potential of this project and the value it brings to the shareholders of Carlisle as does the rest of management and the board.
I have attached a copy of the Take over 20 research report that a very well respected and seasoned analyst has written and Carlisle is at the top of his list with a 27 cent price target. I hope that after reading this, you can see that we are onto something and that as a shareholder you can see the serious value that awaits us.
As always I am available to answer any questions you might have.
Nicholas Konkin
Director of Investor Communications
Carlisle Goldfields Limited | TSX: CGJ | OTCQX: CGJCF
416-642-0869 ext. 3| Cell: 416-567-9087
Thank you for reaching out.
I think it is pretty obvious my anger with Carlisle Goldfields not pursuing the offer of .096 per share. The fact you are not entertaining
this offer has cost me in excess of One Hundred Thousand Dollars !!! Not to mention the opportunity costs I am missing out on by not
being able to reinvest this monies in other companies with equal or greater potential than Carlisle.
The AuRico deal does nothing for me now ( as reflected in the share price ) and any future gains seen are just window dressing as
I am missing out ( today ) on other opportunities / gains.
What " other issue at hand " ???
Please, if you can, explain to me how a .04 share price is Better for me ( and other shareholders ) than being bought out at .096 ???
And please tell me how this trip you are on is going to help the share price ( in excess of .096 ) in the immediate future and how much
this trip is costing us shareholders ?
Thanx Dave
On 14-12-01 09:31 AM, Nick Konkin wrote:
Hi Dave,
I hope this message finds you well. Id be happy to spend some time on the AuRico deal and the other issue at hand if you have any questions. My information is below.
Talk soon.
Best Regards,
Nicholas D Konkin.
Director of Investor Communications
Carlisle Goldfields Limited. | TSX: CGJ | OTCQX: CGJCF
nk@carlislegold.com | Twitter: @Carlislegold
416-642-0869 ext 3 | 416-567-9087
www.carlislegold.com