after their offer is simply WRONG, Wrong, wrong and should be disallowed.
"January 10, 2010
Quebec Securities Commission
800, square Victoria, 22e étage
C.P. 246, tour de la Bourse
Montréal (Québec) H4Z 1G3
Phone: 514 395-0337
Fax: 514 873-3090
800, square Victoria, 22e étage
C.P. 246, tour de la Bourse
Montréal (Québec) H4Z 1G3
Phone: 514 395-0337
Fax: 514 873-3090
Elsewhere : 1 877 525-0337
Office Hours
8:30 to 17:00
8:30 to 17:00
Bureau de décision et de révision en valeurs mobilières/Hearings
Me Cathy Jalbert Lawyer
500, boulevard René-Lévesque Ouest
Bureau 16.40
Montréal (Québec) H2Z 1W7
514 873-2211
cathy.jalbert@bdrvm.com
Bureau 16.40
Montréal (Québec) H2Z 1W7
514 873-2211
cathy.jalbert@bdrvm.com
RE: Freewest Resources FWR TSX.V
Dear Sir, Madam:
We are a large group of FWR shareholders who have recently formed The FWR Fair Offer Movement also known and herein referred to as FFOM.
FWR has recently discovered new MAJOR Chromite World Class Deposits in their claims at the “ring of Fire” .These deposits have an estimated value conservative speaking, of $250 Billions dollars and a lifetime of about 100 years of mining 2 to3 Million tons of Higher grade Chromite per year. No one has done an official, formal valuation or appraisals of all FWR assets, even their CIBC advisers state on P3C, Proxy Circular…
“ we have not been asked to prepare, and have not prepared a formal valuation or appraisal of any of the assets or securities of the company (FWR). FWR is refusing to deliver to us shareholder, a full NI43-101, which they promised would arrive before Xmas/09. FWR stopped all work and drilling on said properties, for the sole purpose to deny shareholders and potential other bidders, of this vital information/data, so that the Markets could “value” FWR on it’s true World Class Chromite Deposits, described by Ont. Minister Grazelle, as not only World Class, and also comparing these deposits in value to the Sudbury deposits, in terms what richness and jobs and development they will bring to Northern West Ontario. By Cliffs own calculations, they advertised that they would add $1.5 Billions dollars$$ per year to their bottom line sales, between 50 and 100 years. This is how rich these deposits really are…I have attached below, 2 Newspaper articles by Cliffs to this effect.
OUR Complaint is two fold….Cliffs “improperly and likely unlawfully exercised 6.9 Million shares on Dec 11/2009 at a price of 60 cents, this is after they had an offer to FWR of 90 cents, these have a “hold” period to Mar 30, 2010…Also on December 01/2009, Cliffs also was awarded/excersised an additional 7, 375,000 shares of FWR at 45 cents, WE presume it has the same “hold’ period.. NOT one penny of these funds have been spent on ”proving up” more discoveries in FWR properties. WE know they sent 400 assays for PGEs, wew know they drilled and found Ni CU Pges but not a single word about all these new findings….The vote on said Cliffs offer is scheduled for Jan 25, 2010., and they intend to vote those 14 + million shares for their offer.
Our first complaint is that Management of FWR are deliberately withholding very important information about our “true value” and that certainly cannot stand…Their first duty is to the interest of shareholders, and not Cliffs. We were not at all consulted about any of the so called “agreements/obligations” to Cliffs…
Cliffs has made what we consider a puny offer of $200 Millions not in cash, but in Cliffs stock, which works out to $1 in Cliff stock….WE nearly believe this offer is outrageous, when considering the true value of FWR, a short note on it’s value is attached below. Conservatively FWR is worth $250 Billions, so IF we take a 10% in situ value, as is common in the industry, then FWR is worth 25$ Billions$ and not the $200 Million Cliffs is offering.
The second Complaint deals with the voting rights of these very recently acquired 14, 483 millions of shares…which as outlined below in FWR News Releases have a hold period until March 2010. But more importantly, the law has now been established in the Matter of Hudbay minerals copied bleow,with regards to these cases . .
“that HudBay has agreed to vote the 19.9% of the common shares of Lundin acquired by it pursuant to the private placement, in favour of the Transaction. In our view, HudBay has a different, and potentially conflicting, interest in the outcome of that vote, relative to the other Lundin shareholders. In our view, having acquired those shares as part of a private placement connected to the Transaction, HudBay should not, as a matter of principle, be permitted to vote them in favour of the Transaction.”
In the same way in this case Cliffs has potentially conflicting interest in the outcome of this Cliffs vote, relative to other long time FWR shareholders, since on average only paid less than 50 cents for these new shares, on a private placement directly connected to this transaction…In this Cliffs should NOT be allowed , as a matter of principle , should not be allowed to vote these shares in favor of their agreement with FWR, and the puny offer of $1 in Cliff stock.
Unlike HudBay, we are raising this Cliffs “voting shares” issue now, so as to inform the Courts that we are totally against this so called agreement with Cliffs, and that we strenuously oppose Cliffs voting said 14 Million plus shares for their own Offer, in which we FWR shareholders had absolutely NO say in it at all.
DECISION OF THE ONTARIO SECURITIES COMMISSION
IN THE MATTER OF HUDBAY MINERALS INC.
AND
IN THE MATTER OF A DECISION OF
THE TORONTO STOCK EXCHANGE
F. Additional Comment: HudBay Voting of Lundin Common Shares
[49] As an additional comment, we note that HudBay has agreed to vote the 19.9% of the common shares of Lundin acquired by it pursuant to the private placement, in favour of the Transaction. In our view, HudBay has a different, and potentially conflicting, interest in the outcome of that vote, relative to the other Lundin shareholders. In our view, having acquired those shares as part of a private placement connected to the Transaction, HudBay should not, as a matter of principle, be permitted to vote them in favour of the Transaction.
[50] We recognize in expressing this view that it is probably a foregone conclusion that the Lundin shareholders will approve the Transaction regardless of whether HudBay votes those shares. This issue was not raised in the Application and, accordingly, was not addressed by any of the parties in their submissions. We are not making any order or determination based on this matter; we are simply expressing our view.
IN THE MATTER OF HUDBAY MINERALS INC.
AND
IN THE MATTER OF A DECISION OF
THE TORONTO STOCK EXCHANGE
F. Additional Comment: HudBay Voting of Lundin Common Shares
[49] As an additional comment, we note that HudBay has agreed to vote the 19.9% of the common shares of Lundin acquired by it pursuant to the private placement, in favour of the Transaction. In our view, HudBay has a different, and potentially conflicting, interest in the outcome of that vote, relative to the other Lundin shareholders. In our view, having acquired those shares as part of a private placement connected to the Transaction, HudBay should not, as a matter of principle, be permitted to vote them in favour of the Transaction.
[50] We recognize in expressing this view that it is probably a foregone conclusion that the Lundin shareholders will approve the Transaction regardless of whether HudBay votes those shares. This issue was not raised in the Application and, accordingly, was not addressed by any of the parties in their submissions. We are not making any order or determination based on this matter; we are simply expressing our view.
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