Re: Crux of the matter
in response to
by
posted on
Jul 28, 2016 01:11PM
Black Horse deposit has an Inferred Resource Now 85.9 Million Tonnes @ 34.5%
I have read the proxy many times and had it reviewed by two lawyers at Tier 1 Bay Street law firms and you are absolutely correct in your claim that a yes vote will allow a new class of multiple voting shares in an unlimited amount.
However, I direct you specifically to page 13-14 of the Management Information Circular under the heading “Subordinate Voting Share and Multiple Voting Share Convertibility and Exchange Rates”. The last sentence of this section reads:
“Accordingly, if the Capital Reorganization is completed and NO Subordinate Voting Shares (the common shares that you and I own) are converted into or exchanged for Multiple Voting Shares, the Subordinate Voting Shares (the common shares that you and I own) will represent 100% of the voting interest in the Corporation”.
It is there in plain English and could not be clearer. If NO common shares are converted or exchanged for the new Multiple Voting Shares, then the common shares will be 100% of the voting shares of KWG. This clause prevents management from “creating and selling in unlimited amounts” because the multiple voting shares trade in relation to and in a fixed ratio with (1:300) the subordinate voting shares.
It is a zero sum scenario because NO NEW NET SHARES ARE BEING CREATED. Any creation and purchase of the Multiple Voting Shares MUST cause a corresponding reduction in the number of common shares and therefore would actually DECREASE DILUTION of the common share class of shares.
Frank is specifically and intentionally NOT increasing the number of shares, which would cause dilution and reduce the share price, but rather is creating a new class of shares. There is a big difference. If this vote does not go through, yes you are correct in saying that Frank can issue more shares to raise capital but that will definitely result in dilution and a lower share price. His other option is a share consolidation/reverse split which will be detrimental to us all!
I have directed all on this board to the specific sections of the Management Information Circular that substantiate my position on the proposed capital reorganization, shared my views as to why this is the optimal proposal at this stage and why I would encourage all KWG shareholders to vote ‘yes’ in support of the proposed share reorganization on August 18.
Kindly direct all (page number, heading, whatever, anything) to the section or sections of the Management Information Circular that specifically allow management the ability to create an unlimited number of Multiple Voting Shares that trade independently of the Subordinate Voting Shares. I keep reading the proxy as you have directed and I just can’t seem to find it. Maybe I should keep digging?
By best to all KWG longs,
Keep Digging