via SBCA - Amalgamations

If Golden Band were to amalgamate with an extra-provincial corporation, then the articles of the amalgamation act would apply. The articles are not different from other acts in Canada, save that the act stipulates that a Saskatchewan corporation may only amalgamate with another Saskatchewan corporation.

You might imagine that the lack of development of gold mining in Saskatchewan might be because of hindrances in the business corporations act. But since Silver Standard was allowed to acquire Claude Resources, this suggests that extra-provincial involvement is being allowed in the interests of development. Saskatchewan has agreed in principal to a single securities regulator in Canada, so this might have brought about the change.

There is a clear description of the entire proceeding, including requiring a court procedure. This may be accomplished without any public announcement, since there is technically for the moment only one equity holder in Golden Band. That the intent is clearly amalgamation with another corporation is the following article:

For all intensive purposes, this describes the change-in-control put ascribed to PROCON. The Stalking Horse Credit Bid during the restructuring under the BIA is exactly this provision.

And if according to the SBCA that a series 'A' preferred share is issued in accordance with this act, and pays only 8 cents a share with no voting rights, it would be a thin gruel for majority shareholders indeed after going through the protracted no-bid period and the pro-forma insolvency.(which is still yet unresolved as the company has not emerged from bankruptcy)

http://redengine.lawsociety.sk.ca/inmagicgenie/documentfolder/ac4214.pdf

-F6