Great Bear Resources Ltd. GTBAF

Nope to US individuals in GB Royalty Rights Issue

[lumpy13]

Only US institutional investors are qualified to pariticpate.  US individual investors are screwed and will be diluted 50%.  

Can we drop the politics and focus on GBR?

[Ivorygull]

Can we drop the politics and focus on GBR.............Amen brother! It's more of a religious slant today. Sorry to hear you individual investors in the US won't be able to qualify for the rights offering. But hey, RR777 says you are all under Grace. Personally, I thought she was better on top.

[eatmorefiber2]

Hey lumpy, Did you get this info from GBR directly?  Is it institutional investors or accredited investors?  Big difference there under SEC definition. QIBs (Qualified Institutional Buyer) requires a net worth of $100 million.  Good luck to those outside of Canada if that is the case. My guess is that you have to be an Accredited Investor if you are outside of Canada in order to

[lumpy13]

Got it direct from GBR.  I asked as I am an accredited investor, but being an individual from the US, and not an institutional investor, I can't participate. Sorry.

[lechmeir]

I heard this from Chase at GBRC. I'm waiting on a letter to my broker. The circular says as long as you can assure them it doesn't violate the law where you live...  you can participate.  That's the part that I need clarification on.

[peschenlo]

Hi Lechmeir, I helped me quite a lot. I`ve contacted following your advice GBR directly. In my case as german investor chase taylor robins will contact me to help me to excecute my rights. thnx

[Ivorygull]

Hey lumpy13, that's odd because the blurb that someone posted not long ago, taken from the rights offering material, stated 'an accredited investor' but you had to prove you weren't breaking the law or that GBR wasn't going to have to do anything to ensure that. Do you have something from them tat you can share.

[lumpy13]

Another US investor shared with me a response from GBR: "You are correct that as a US resident you are deemed to be an ineligible holder.   US domiciled shareholders will be receiving the attached letters, which outline the requirements to receive a rights certificate.     The only exemption we have available to us is the Qualified Institutional Buyer exemption, which

[eatmorefiber2]

Thank you Lumpy for sharing that. If this is true, then I see this as a way to enrich those three GBR directors at the expense of non-Canadian sharedholders. This is not something I would have expected from Chris Taylor.  What happened to all that talk about taking care of shareholders?

[flashcash]

I am from the UK and I have no problem with these, I am not sure why there is an issue in the US.

[eatmorefiber2]

GBR could have simply issued another royalty spinoff to all existing sharedholders, then offered enough shares in another private placement to fund the $2 million they need for whatever purpose the funds are intended. Instead, they go this route and end up screwing many longtime shareholders to enrich the three directors.  Shady. 

[goldbuz]

I believe, unfortunately, that the reason the new royalty rights issue is not available to US shareholders has to do with US security laws, making it unlawful to make the rights share available I don’t think that this was, something done by CT, to cut out US shareholders purposely. The law is the law. Maybe if you deal with a broker, they are considered, qualified investors, and you will be able

[eatmorefiber2]

If that were true, I as a US resident would not have received the first royalty spinoff.  They should have simply used that same process to issue additional royalty shares to comply with the SEC Act of 1933.

[goldbuz]

I really don’t know all the rules and regulations, but, the first royalty spin off ,had no value attached to the shares. The new royalty shares come at a cost to raise money . If they would do another spin out like the first, they would have to include, all new shareholders, considerably diluting the value of the shares. Right or wrong, don’t know. I understand why you’re ticked at not being able

[Ivorygull]

I have no experience in this, but just want to try and help as it is unfair......I agree with goldbuz, and suspect CT had no idea this would happen. Also the first shares came from GBR to form the royalty company, but now these rights shares are coming from the royalty company, not directly from GBR. I know if it was me, I'd be asking the royalty company why it has to be this way and not as

[eatmorefiber2]

It appears you Canadian blokes are also impacted as you will be diluted.  This fellow from thte CEO board encapsulates the issues: https://cdn.ceo.ca.s3-us-west-2.amazonaws.com/1fohmm0-GBRC%20insiders%20acting%20against%20the%20interests%20of%20shareholders_B_.pdf What is stopping the GBRC directors from further diluting us? Sure, I can take it to the company, but obviously this is a

[Ivorygull]

Hi eatmorefiber2, this board is as you say, for us to provide each other with information and to help each other out. Sorry if when I suggested that you talk to GBRC, that you felt I was telling you to bring it to them and not bother here. I only suggested it to help you get an answer to the problem. Thanks for this post. The person who wrote that letter has a very good point. Why really are the

[flashcash]

The spin off was free, now it will be half free, half of free is still free. If you what more free, well you can't, but listing it's a step forwards to being traded where it's value will start to get  greater as the project grows. Easy money IMO All Sit tight and if you don't know what you are doing just sit back and learn ! GLA

[Ivorygull]

Well I knew someone was going to say something like that. Yes I know they were free, but to be specific, they weren't, you had to buy the GBR shares in the first place. And I'm not asking for more free shares, and the rights ones aren't free either. Of course you'll say they are only .15 cents, and I'll say, so! Many companys shares are only .15 cents but you buy them and if

[flashcash]

They are free, I don't see many companies doing that ! They still are free, If you buy more you are investing in its future. As for the US perhaps they can be held by another company,  they buy the outstanding shares to your quota which they can't pick up. And your argument falls apart when you said had to buy the great bear shares first... you never knew you were going to get the

[lumpy13]

Sorry, have to agree with Ivorygull.  The royalty shares were free, but detract value from GBR - a 2% NSR.  If you an US individual shareholder, you will now have a 1% NSR.  You've lost 50%. In contrast other shareholders - and the 3 insiders - can keep their 2% NSR at 15 cents/share, and even subscribe to more, picking up the US shareholders unallocated portions.   My

[flashcash]

I really don't like your last comment,  harmed his reputation...lol. Baby and bath water come to mind ! Let's see how things pan out. GLA

[lumpy13]

If you're an US individual shareholder, you've lost some respect for Chris.  Value is being taken away from us. What I don't know is how many of us are and if it makes any difference (if we're just a small amount, it probably doesn't).

[fredo1]

Some estimate that up to 25% of shares are held by US investors. Without a lawsuit, I am afraid we are reduced to shaking our fists at Chris whenever he appears in public. I and several friends have expressed our outrage via email. So far, no response.

[Ivorygull]

Glad to hear you are trying and hopefully will get a positive answer to the email. I could well be wrong but I'd think Chris has been way too busy with GBR and KDK to be much involved with how this is panning out. The 'culprits' to me are John Robins and Jim Paterson. They along with Calum Morrison would be the ones that can or can't do anything to help. Just my opinion.

[montydog]

Fellas - sorry - I'm coming to this late. I'm a holder of GBR Royalty shares. I sold my GBR shares a while back so I stopped following this thread.  The thing is, I never received any notification about the rights issue. Only discovered this from reading this thread10 minutes ago.  Now, I've Googled the notification and I see it refers to the date of 19th of October. That

[Goaweigh]

The record date is Oct 19, meaning you have to own Royalty shares on that date to be eligible to subscribe to the rights offer. As there is no way of selling the underlying Royalty shares everyone should be eligible and you have until Nov 27 to decide/subscribe. Other than US holders who are being shut out because of US regulations prohibiting them from buying....my read anyway. 

[montydog]

Cheers Goaweigh. That's clear.  Ironically I've just been complaining on the FURY thread (what used to be AUG) that US investors who bought on NYSE had an advantage over the rest of us  who bought on the TSX. (Whole other story, won't go into it here).

[Goaweigh]

My pleasure. I know AUG well, as I predicted shareholders are taking a beating on that . Too bad. I'm looking forward to buying some of it's spinco's if and when they ever come to trade. Good luck, we'll talk again I'm sure.

[goldbuz]

Goaleigh, to change the subject, would still like to hear your 11th, resource estimate.

[Goaweigh]

Just go back to my 10th estimate and add a zero, that's all I do !

[goldbuz]

Ivorygul, totally agreea with your statement. GBRC is under the control of John Robins CEO, Calum Morrison CFO, James Patterson, just call them the 3 amigos, in future. I believe they came up with the rights offering, is okay in it self, except for the part where they left out the US investors. If you send emails ,and want to shake fists, do it to the 3 amigos. Chris is the one who gave us all the

[Goaweigh]

Why a law suit, isn't this a US regulatory issue. I don't think Canadians care if US citizens buy our securities or Brits or Russians for that matter, I believe it's your Gov. that's making it difficult. They hate money out flow, in flow is good, out flow is bad. Canadian brokers were able to do business with US clients for years until US regulators and the tax man realized that

[fredo1]

Regardless of the source of the regulatory problem, management is diluting US holders by 50%. Moreover, they are saying the NSR is virtually worthless. If so, why does GBRhave an $800 millionmarket cap if a 2% NSR is worthless? The GBRC stock is worth way more than $.15. A rule of thumb is a royalty interest is worth twice an ownership interest. So,4% of $800 million is $32 million or $2.50/ share

[Iveybiz79]

Fredo, just look at it as a tariff. You Americans love your tariffs don't you? You are lucky to even be in this discovery IMHO if you are unhappy please sell your shares. Ps thanks for your royalty shares in advance

[Goaweigh]

Quite right and gold is a strategic metal which we'll need when Canada adopts the gold standard and the Loonie becomes the Worlds reserve currency. A few more holes in the LP and we'll be there.

[flashcash]

Canada will start printing money just everyone else, once you get communism in the USA you are screwed.

[Goaweigh]

Communism you mean like universal healthcare. Yeah we already have that and it's destroyed the place. 

[fredo1]

Being snarky does not change the fact that US shareholders are being diluted by 50% because the rights offering is being done at well below actual value. As for being lucky, I did my due diligence just as you did. 

[Goaweigh]

You would be diluted by 50 % regardless of the pricing of the rights. I wish they were priced higher myself, maybe discourage some of the Shmengies so I'd get more when I subscribe for the overallotment but for now I'll just have to feast on our cousins to the south. Sorry about that cuz. Think of it as retribution for what you did to our poor Dairy Cows.

[Goaweigh]

But to be fair they could have done things a bit differantly. Like maybe issuing only 1/2 of 1 right for every share held and it takes 1 right to buy 1 extra share and each 1/2 right costs .15  So now we would have only issued roughly 7,000,000 shares at .30 and the dilution to our US holders would have been less but we would have raised the same amount of money and effectively set a higher

[lumpy13]

Goaweigh:  I agree with you, thanks.   GBR could have been more creative in finding a solution equitable to US shareholders (recognizing it's due to US security regulations and, technically, not GBR's problem). My guess is that they took the easiest way, being too busy on (what they consider) more important issues, without recognizing the impact on US shareholders.   I

[goldbuz]

I called rbcdirect, a the guy there told me the shares would be deposited directly into my account as soon as they became available. He said if nothing happened by oct.28, to call back. He knew nothing about the over allotment,and said there should be more info in the offering letter, which he thought would be sent to them, and then forwarded to us?

[Ivorygull]

They are free, I don't see many companies doing that !........................ You are correct, there are not a lot of companies that create spin out companies and give you free shares. And your argument falls apart when you said had to buy the great bear shares first... you never knew you were going to get the royalty shares in the first place is a sort of horse pushing the cart argument....

[flashcash]

'They still are free, If you buy more you are investing in its future.................... I'm confused on this one. Isn't that what we all do, buy shares in a stock to invest in its future, and when we do that, buy them, we don't get them for free. So I'm lost when you say if I buy more (for GBRC) they are free.' By this one I meant you pay to get something in the future

[lumpy13]

The shares weren't technically free.  When a company spins off assets to shareholders, the value of the first company is reduced.  So, altho, the shareholders didn't pay for the shares of GB Royalty, if they didn't receive shares, they have had the value in the combined entities reduced. GBR spun out a 2% NSR.  US individual shareholders will now be reduced to a 1% NSR.

[Ivorygull]

I'd say this is where the 3 directors of GBRC should at least be making an effort to help you all out for all those warrants they are taking. It's the least they could do in my opinion.

[fredo1]

I have emailed the company suggesting a deferred participation right for US shareholders to be excercised upon a public market being established for GRBC. Problem is the stand-by buyers will have already picked up those shares. So far, no response back. Personally, I believe the NSR is worth between $4-7 per GBRC share. The 50% dilution is a significant hit if those estimates are anywhere near

[lumpy13]

The shares weren@t technically free. @When a company spins off assets to shareholders, the value of the first company is reduced. @So, altho, the shareholders didn@t pay for the shares of GB Royalty, if they didn@t receive shares, they have had the value in the combined entities reduced. GBR spun out a 2% NSR. @US individual shareholders will now be reduced to a 1% NSR. @We lose, while other