The Honourable Katrine Conroy
Minister of Finance
British Columbia Legislative Assembly
Room 153 Parliament Buildings
Victoria, BC V8V 1X4
Dear minister Conroy,
As stated below, on June 19, 2022, i have alerted the federal Minister responsible for the Canada Revenue Agency of the patent conflict-of-interest involving Mr. Sam Grippo, a paid consultant, Chair of the Board and controlling shareholder (via his private firm Madison Venture Corporation, headquartered at 389 W 6th Ave., Vancouver, BC, V5J 1L1), requiring Mr. Grippo to either step down or be ousted as Glacier Media Inc. Chair of the Board and paid consultant.
Glacier Media Inc.'s 131,284,523 outstanding shares are listed on the Toronto Stock Exchange (trading symbol : GVC), currently standing at approximately $0.20.
Its management does not take any initiative in order to enhance shareholders value and has wasted excessive money in an ongoing taxation case with the Canada Revenue Agency.
The Jonathon Kennedy (current Glacier Media President & CEO, soon to depart), Mark Melville (newly appointed President & CEO of Glacier Media) and Orest Smysnuik (Glacier Media Chief Financial Officer) are all three members of Madison Group (the parent company of Madison Venture Corporation). What else can be said more about such blatant CONFLICT-OF-INTEREST between management of Glacier Media and Madison Group?
Mr. Grippo has no interest in the said public company, other than for his own personal greed.
Mr. Grippo has overseen the growth of Glacier into a diversified, publicly-traded media company. He continues to focus on driving investment in quality products and talented staff, and in the maintenance of a consistent and high annual return on investment through long-term growth strategies.
as the obvious share price deterioration since almost one decade speaks otherwise.
According to MORNINGSTAR's investment research dated May 25, 2023, a $0.54 price target is rated for GVC's shares.
Morningstar
May 25, 2023
0.54 C
Last updated May 25, 2023
Value
Undervalued
Fairly Valued
Overvalued
Recent reports table
| | Current |
| Price/Quant Fair Value | 0.39 |
| Price/Earnings | — |
| Forward P/E | — |
| Price/Cash Flow | — |
| Price/Free Cash Flow | — |
| Trailing Div Yield% | — |
Madison Venture Corporation is quietly sitting on the fence, awaiting the final blow to Glacier Media's CRA taxation case, before it comes out of the dark and nail down the future of the company.
It is screamingly sad for minority shareholders to await at what price Mr. Grippo (re: Madison Venture Corporation) will dare to take over Glacier?
Securities rules requires that an IPO (initial public offering) be subject to a majority of minority shareholders tendering of shares, therefore a minimum of 50.1%, although 66 2/3 (66.66%) is traditionally the standard.
If Mr. Grippo and Madison go bottom fishing, they could end up taking over Glacier for as low as $32M.
All in all, the government of British Columbia should waste no time in asking for the removal of Mr. Sam Grippo for the above-mentioned considerations or else require that Glacier Media Inc. becomes privatized at a fair valuation, taking into account its assets and goodwill.
Respectfully yours,
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Sent: June 19, 2022 12:33 PM
To: diane.lebouthillier@parl.gc.ca <diane.lebouthillier@parl.gc.ca>
Cc: osmysnuik@glaciermedia.ca <osmysnuik@glaciermedia.ca>
Subject: GLACIER MEDIA INC.
June 19, 2022
The Honourable Diane Lebouthillier, P.C., M.P.
Minister of National Revenue
Government of Canada
House of Commons
Ottawa, ON
K1A 0A6
Minister Lebouthillier,
I am writing in regard of Glacier Media Inc., which public company listed on the Toronto Stock Exchange under symbol "GVC" is currently subject to fiscal litigations with the Canada Revenue Agency and Province of British Columbia for one of its affiliate as stated in the "Condensed Interim Consolidated Financial Statements" for the Three and nine months period ended Septembrer 30, 2021 and 2020 (Unaudited) described below.
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CONTINGENCY During 2014-2018 an affiliate of the Company (“the affiliate”) has received, from the Canada Revenue Agency (“CRA”) and provincial tax authorities, tax notices of reassessments and assessments relating to the taxation years 2008-2017. The notices deny the application of non-capital losses, capital losses, scientific research and experimental development (“SR&ED”) pool deductions and SR&ED tax credits claimed. As a result additional taxes payable including interest and penalties are assessed at approximately $60.6 million. The affiliate has filed notices of objection with the CRA and provincial taxing authorities and has substantially paid the required deposits, which has been recorded in Other assets. The Company, the affiliate and its counsel believe that the filing positions adopted by the affiliate in all years are appropriate and in accordance with the law. The affiliate is vigorously defending such positions. The Company and its affiliate expect to ultimately be successful in its objection.
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On another front, i am bringing up to your attention some disturbing facts about Glacier Media Inc.
THAT Mr. Sam Grippo, President and Chief Executive Officer of Madison Venture Corporation is Glacier Media Inc. Chairman of its Board of Directors.
Note: Mr. Grippo is positioned in a direct conflict-of-interest situation by being appointed Chairman of Glacier Media Inc.'s Board of Directors, along with fellow directors Mr. Jonathan J.L. Kennedy, Partner of Madison Group and Mr. Bruce W. Aunger, retired Director of Madison Venture Corporation. The other Board members of Glacier Media Inc. are Mr. Geoffrey L. Scott, Vice President of Haywood Securities Inc., Mr. S. Christopher Heming, previously President of Specialty Technical Publishers (a divison of Glacier Media Inc.) from 2000 to 2010 and Mr. Hugh McKinnon, President and Chief Executive Officer of Norscot Investments Ltd. Glacier Media Inc.'s Board of Directors is therefore comprised of at least 3 members out of 6 entrusted to Madison Venture Corporation. Mr. Grippo must either step down or be removed from its chairmanship at Glacier Media Inc. as he cannot assume that role in a transparent and impartial way to the benefit of Glacier Media Inc.'s shareholders at large. His "too strong grip" on Glacier Media Inc., so to speak, and his stewardship along with directors Kennedy and Aunger, namely, committed to Madison Venture Corporation, is not enabling him to be a legitimate Chairman of the Board of Directors as he can turn down, vote against any resolution not beneficial to Madison Venture Corporation in its business relationship with Glacier Media Inc.
THAT Madison Venture Corporation, Glacier Media Inc.'s principal shareholder owns 70,614,392 or 53.23% of its outstanding shares.
THAT Madison Venture Corporation is providing strategic, financial, transactional, advisory and administrative services to Glacier Media Inc. on an ongoing basis, for which it was paid the amount of $1,972,966 for the fiscal year ending December 31, 2021.
Note: If Glacier Media Inc. has to rely on Madison Venture Corporation in providing it the above-mentioned services, it must then be fully managed by MVC and accordingly be taken private. Glacier Media Inc. has no need, no right, nor no obligation to fill the pockets of Mr. Grippo and Madison Venture Corporation as it has internal staff able to carry out these services.
THAT Mr. Jonathan J.L. Kennedy, President, Chief Executive Officer and a Director of Glacier Media Inc. is a Partner of Madison Group, also a private company linked to Madison Venture Corporation. Mr. Kennedy is awarded share option grants in Madison Venture Corporation paid by Glacier Media Inc. Glacier Media Inc. claims that this process is intended to ensure that the CEO is invested in and incented to take actions consistent with the long-term growth of the Corporation and that it is the policy of the Corporation to pay Madison Venture Corporation for these share option grants entitled to Mr. Kennedy. Glacier Media Inc. has no right, nor no obligation to provide its President, Chief Executive Officer and director Kennedy with share option grants in an outside company, which measure must be declared illegal.
Bottom-line, in light of these disturbing facts, Glacier Media Inc. is managed as a private company rather than in conformity to a public company. Its share price, on a consistent downtrend (below $1.00 since September 2015) is currently sitting at $0.38 (52-weeks HIGH/LOW $051.-$0.345). How the hell such a company is unable to create shareholders value after now 7 years?
I hope that the CRA hearings will take notice of these unacceptable behaviours in place at Glacier Media Inc.
Yours truly,
Minority shareholder
Glacier Media Inc.
Sent: January 14, 2023 2:19 PM
To: snreid@thor.ca <snreid@thor.ca>; tcberg@thor.ca <tcberg@thor.ca>; yannick.houle@justice.gc.ca <yannick.houle@justice.gc.ca>; perry.derksen@justice.gc.ca <perry.derksen@justice.gc.ca>; dbedardlapointe@justice.gc.ca <dbedardlapointe@justice.gc.ca>; eric.brown@justice.gc.ca <eric.brown@justice.gc.ca>
Subject: Tax Court of Canada : 2018-559(IT)G
January 14, 2023
David R. Davies, Natasha Kisilevsky, Tyler Berg
SOLLICITORS for the Appellant
Yanick Houle, Perry Derksen, Dominic Bdard-Lapointe, ric Brown
SOLLICITORS for the Respondent
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GLACIER MEDIA INC. was incorporated under the British Columbia Company Act on March 23, 1988 under the name “Cambridge Resources Ltd.”. The Company subsequently changed its name to “Glacier Ventures International Corp.” on August 26, 1997 and to “Glacier Media Inc.” on July 1, 2008. Effective on September 20, 1999, the Company continued under the Canada Business Corporations Act (“CBCA”). The Company’s business office is located at 2188 Yukon Street, Vancouver, British Columbia, V5Y 3P1 and its registered office is located at Suite 2500 - 700 West Georgia Street, Vancouver, British Columbia, V7Y 1B3.
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Excerpt from GLACIER MEDIA INC. Annual Information Form - March 25, 2022 (Page 21)
Taxation
During 2014-2018 an affiliate of the Company (“the affiliate”) received, from the Canada Revenue Agency (“CRA”) and provincial tax authorities, tax notices of reassessments and assessments relating to the taxation years 2008-2017. The notices deny the application of non-capital losses, capital losses, scientific research and experimental development (“SR&ED”) pool deductions and SR&ED tax credits claimed. As a result additional taxes payable including interest and penalties are assessed at approximately $60.9 million.
The affiliate has filed notices of objection with the CRA and provincial taxing authorities. In connection with filing the notices of objection, the affiliate is required to make a 50% deposit of the amounts claimed by the CRA and provincial authorities as assessed. The affiliate has paid substantially all of the required deposit of $23.5 million. No further amounts are due at this time for the 2008-2017 taxation years as the appeal process continues. These payments have been recorded as Other assets, within non-current assets, as the Company and its affiliate expect to ultimately be successful in its objection.
The Company, the affiliate and its counsel believe that the filing positions adopted by the affiliate in all years are appropriate and in accordance with the law. The affiliate intends to vigorously defend such positions.
If the affiliate is successful in defending its positions, the deposits made plus applicable interest will be refunded to the affiliate. There is no assurance that the affiliate’s objections and appeals will be successful. If the CRA and provincial tax authorities are successful, the affiliate will be required to pay the remaining balance of taxes owing plus applicable interest, and will be required to write-off any remaining tax assets relating to reassessed amounts.
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The Affiliate, GVIC COMMUNICATIONS CORP.'s B and C shares were delisted from the Toronto Stock Exchange at the close of business on April 6, 2021, since the said Affiliate became no longer a Reporting Issuer, pursuant to a Plan of Arrangement between Glacier Media Inc. (TSX: GVC) ("Glacier") and GVIC Communications Corp. (TSX: GCT) ("GVIC") completed on March 31, 2021.
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Appeal details for : 2018-559(IT)G
Act : Income Tax
Language : English
Date : 2018-02-14
Hearing Location : Vancouver
Procedure : General
Nature : General Anti Avoidance Rule - GAAR
Disposition : Interim Motion Granted Prior to Hearing
Status : Case management in progress
Party Information:
| Party | Name | Representative Type | Representative Information |
| Appellant or Applicant | GVIC Communications Corp. | Lawyer | Thorsteinssons LLP
David R. Davies
Natasha Kisilevsky
Tyler Berg |
| Respondent | Her Majesty the Queen | Lawyer | Yanick Houle
Perry Derksen
Dominic Bdard-Lapointe
Eric Brown |
Comments
The Appellant has been notified by the Respondent in 2018 of unentitled so to speak "tax benefits" it has recorded for the years 2008 to 2017 inclusively.
Roughly 5 years down the road, in 2023, court hearings have not even yet started.
The Appellant's latest step, according to the Tax Court of Canada's above Docket displayed, refers to an Amended Notice of Appeal filed on December 14, 2022.
An "Amendment", in general terms, is a modification or a revision to a previous case status, aimed at reaching a compromise or a settlement, to bring a matter to resolution.
It stands obvious that the consent of the Appellant to have deposited $23.5 million in 2018 in order to ensure a proper handling of the said litigation, suggest that the Appellant knew from day 1 of having been notified by the Respondent that it was caught in a certain deadlock.
There is no whatsoever doubt that the Respondent proceeded to an indepth fiscal analysis of the Appellant's Income Tax Returns for that period of a decade before denying the said tax benefits to the Appellant.
If the Appellant had felt lawfully convinced it was entitled to these tax benefits, it would have no question asked from the very beginning, in 2018, for an immediate hearing before the Tax Court of Canada, rather than taking a long-haul agenda, by holding talks and other exchanges with the Respondent's counsels..
It would be most useful to know :
- In what year did the Respondent first discovered the Applicant's filing of Income Tax Returns taking advantage of the tax benefits?
- Did the Applicant filed its 2018 and subsequent Income Tax Returns by keeping taking advantage of the tax benefits it claimed for the years 2008 to 2017 or did it ceased to do so?
- Why did the Applicant has proceeded to a Plan of Arrangement with GVIC Comunications Corp. in 2021?
The sequence of events in this case leaves no doubt that the Appellant is, since now almost 5 years, challenged to a difficult outcome.
As a shareholder of Glacier Media Inc,. the parent-company of former GVIC Communications Corp., i am puzzled as to why this case is undergoing so lenghty and costly procedures rather than be heard directly by a Judge, who is the ultimate person to decide on its fate? It is totally abusive to procrastinate and it serves no purpose for both the Applicant and the Respondent to argue and debate between themselves in the absence of a judge.
The Appellant is being paid legal fees for its work, which fees are disbursed from the treasury of a public company, Glacier Media Inc., without being disclosed to its shareholders. Should the Appellant be unsuccessful, Glacier Media Inc. will nevertheless be required to foot the bill for an amount in the millions of dollars + interests, regarding the entire money it would be owing to the Canada Revenue Agency and it also appears provincial authorities.
In my view, the Respondent (on behalf of its client, the CRA), is denying the Applicant so-called "tax benefits" for the years 2008 to 2017 based on an article of the Income Tax Act, just alike a person who is charged with theft will be indicted as per x "article, clause or disposition" of the Criminal Code.
I would like to stress out that Glacier Media Inc. share price (trading symbol GVC - Toronto Stock Exchange "TSX") is a paltry $0.30.
I hope that one of you can provide me with a timeframe as to when to expect an official hearing before a Tax Court of Canada's judge. Lawyers from Thorsteinssons LLP have never bothered to reply to my comments. What a mess!
Madison Venture Corporation Acquires Shares of Glacier Media Inc.
| Source: Madison Venture Corporation VANCOUVER, British Columbia, March 31, 2021 (GLOBE NEWSWIRE) -- Madison Venture Corporation (“Madison”) reports that it has entered into a purchase agreement to acquire, by private transaction, of a total of 5,000,000 common shares of Glacier Media Inc. (“Glacier”) at a price of $0.41 per common share for total consideration of $2,050,000.
Prior to the acquisition, Madison and its affiliates had ownership over 62,555,632 common shares of Glacier, representing approximately 49.96% of the outstanding common shares of Glacier. Following the acquisition, Madison and its affiliates will own, directly or indirectly, 67,555,632 common shares of Glacier, which represents approximately 50.9% of Glacier’s outstanding common shares following completion of Glacier’s share exchange transaction with GVIC Communications Corp. which Glacier announced is closing today, and own warrants to acquire an additional 1,115,000 common shares of Glacier at a price of $4.48 per share.
The common shares will be acquired for investment purposes. Madison may acquire additional securities of Glacier in the future on the open market or in private transactions.
For further information, or to obtain a copy of the acquisition report filed under securities legislation, please contact Mr. Dino Di Marco, Executive Vice President and Chief Financial Officer, at 604-638-5272.
About Madison: Madison is a privately held diversified holding company.
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