BRALORNE GOLD MINES LTD BPMSF

Takeover by Avino

[seagold]

This deal is made possible only after Avino bought Munday's 34% share in the company.  How they convinced him to sell is head scratcher.  They must have told Munday, it was worse off if he didnt sell.

The metrics of the deal are actually pretty terrible for BPM shareholders.  No Premium on the stock and one BPM for for 0.14 ASM share.  How can the board agree to a deal that excluded options to be excersized?  Usually in this case you would think the BOD would want to come out on top but I guess it tells you how knowledgeable they are about corporate transactions.

The fact that Avino now owns 34%, David Wolfin owns 0.8%, Bill Kocken owns 2.7%, and Gary Robertson owns 2.1%, makes up 39.6% of the outstanding shares.  They only need 10.4% to win.  There is no way Avino wins shareholder approval if they didn't have such a large position.  BPM's BOD should have tried to negotiate better terms.  Real let down to their shareholders.

[MrLaw]

Seagold, I think they need less to win. They need 10.4% if 100% of the shares are voting, but if for instance only 75% is voting, then it already IS a done deal (39.6/75 is more than half). On the other hand, the buyout isnt entirely negative. I personaly prefer to be backed by a cash flow generating company instead of fully relying on 'test production'. So whilst you're right that

[seagold]

Thanks for the reply MrLaw. According to the law firm McCarthy: 66 2/3%. Special resolutions of a corporation’s shareholders require the approval of two thirdsof the votes cast under most Canadian corporate statutes (for corporationsincorporated under the British Columbia Company Act, 75% approval is required).Matters that require approval by special resolution include, for