Western Copper and Gold Corp T.WRN

Does WRN have Dissenter Rights?

[jclarke042]

I'm taking a stab at this. Full disclaimer: I'm an accountant, not a lawyer. With that in mind:

Our investor rights agreement with Rio is, per section 9.13, "...governed by and construed in accordance with the laws of the Province of British Columbia." The "laws" governing business activities is referred to, cleverly, as the Business Corporations Act, per Section 1.1. 

If you want to follow along, I'll refer to this from now on:

https://www.bclaws.gov.bc.ca/civix/document/id/complete/statreg/02057_00

Part 8, Division 2 discusses Dissent Proceedings; Section 238, Paragraph 1(e) entitles a shareholder to dissent "under section 301 (5), in respect of a resolution to authorize or ratify the sale, lease or other disposition of all or substantially all of the company's undertaking."

Section 301(5) provides: "Any shareholder of the company may send notice of dissent, under Division 2 of Part 8, to the company in respect of a special resolution under subsection (1) (b) or (3) (b)."
 
Subsection (1)(b) and (3)(b) basically says, in our case, the take-over bid is valid if done in accordance under the laws of BC.

Now that we've established who and under what circumstances one can dissent, the proceedings are outlined from sections 242 through 245. There's all sorts of deadlines and requirements as to how the dissent must be filed (and acknowledged by Rio, to whom I assume the dissent would be directed). 

The court determines final payout value. While nice these provisions are here, let's be serious, a single retail investor is exceedingly unlikely to win. Now, if Fidelity & Kopernik, et al, filed dissent proceedings, we might be in luck. 

In my reading of the below, Rio may be having second thoughts on dealing with Pentwater, et al separately, due to section 245 (2):

"a dissenter who has not entered into an agreement with the company....may apply to the court and the court may (a) determine the payout value of the notice shares of those dissenters who have not entered into an agreement with the company....or order that the payout value of those notice shares be established by arbitration or by reference to the registrar, or a referee, of the court."

Basically, there's increased likelihood they'll get bogged down dealing with anyone who says "hey I want X too!" 

So sooner, to answer your question (assuming you've read this far), I believe WRN does have dissenter rights, the above disclaimer repeated. Hopefully it won't be an issue!

[Sooner]

Thanks Clark. Yes...very confusing and i don't understand why it has to be so difficult. ALL shareholders should get the SAME on a buyout in the RIO/TRQ example and one group shouldn't be favored just because they have more shares. That's a circus waiting to happen...with class action lawsuits dragging out many years! What a stupid thing for Rio to even consider.   Regardless