I just sent to the BCSC ...


To whom it may concern,
I am a retail shareholder in a BC company, Barkerville Gold Mines, probably well known to you all as they work to comply with your requirements to have a cease trade order lifted. As per your mandate to protect investors you applied the cease trade back in the summer of 2012 over questions as to whether the company's announcement of an expected 10.6 million ounce resource at their 'Cow Mountain' property was legally compliant with BCSC regulations around such announcements
Work continues on the Company's National Instrument 43-101 ("NI 43-101") technical report (the "Report") for Cow Mountain which is to address the technical and disclosure concerns of the British Columbia Securities Commission ("BCSC") which brought upon the CTO. Part of this process was to engage Snowden Mining Industry Consultants Pty ("Snowden") to assist in satisfying certain conditions of the BCSC underlying the CTO.
The plot thickened in November of 2012, when a group of "dissident shareholders" sought a special meeting on the pretext the company was being mismanaged.
On November 30, 2012, Mr. Rex Harbour filed a petition (the "Petition") in the Supreme Court of British Columbia (the "Court") against the Company and Mr. J. Frank Callaghan. The Petition, among other requests, asks the Court to: (i) authorize Mr. Harbour to call an annual general and special meeting (the "Meeting") of the Company at a location in Vancouver to be selected by Mr. Harbour; (ii) authorize Mr. Harbour to give notice of the Meeting to the Company's shareholders and to prepare an information circular in respect of the business of the Meeting; and (iii) appoint Graydon Kowal, a shareholder of the Company, or such other person the Court may designate, to act as independent chair of the Meeting or, alternatively, an order that the shareholders be authorized to elect an independent chair at the commencement of the Meeting. (from: http://www.stockhouse.com/companies/stories/v.bgm/8689718 )
In essence this dissident group was trying wrest control of the company from current managemnet.

However, a group of investors, whom the petitioner supports, is prepared to participate in the recapitalization of the company via a private placement of up to 50 million units at $1 per unit (each comprised of one common share of the company and one whole warrant allowing the holder to acquire an additional common share at an exercise price of $1.35 for a period of three years).

Court documents note that mining executive Peter Tomsett would be entitled to acquire up to 40 million units. However, Tomsett is set to participate in the financing on the condition that he is elected, along with two other nominees chosen by him, to the board of directors. ( excerpted from :http://www.stockhouse.com/natural-resources-news/2012/dec/7/petition-aims-to-force-barkerville-annual-meeting.aspx)

The general consensus, right or wrong, among retail investors sharing opinions and facts on the StockHouse bullboards for BGM, was the dissident group was trying to 'steal' the company out from under current management, using money and influence to usurp the 20 years of hard work current management has put into developing what may become one of the biggest mining camps in BC history. The massive dilution that would occur in that process would be 'sticking it' to longstanding retail investors eagerly awaiting the new BCSC compliant National Instrument 43-101, due out this month. Some contributors to the bullboards also did some sleuthing which revealed the people behind the dissident group have a history of similar ('raiding' would be my 'lay' take) activities with other public companies which to date have not produced any benefits to retail investors - quite the opposite.

The preceding is a preamble to the main point of this letter, and to the issue that may bear the scrutiny of the BCSC.

In an article written by Ian Gordon of The Longwave Group ...


... I note the following reference to the activities of the 'dissident group'. I cannot say what Mr. Gordon's sources are for his statement, but I trust he can provide this info if and when required.

“Other existing qualified shareholders would be entitled to acquire not less than an aggregate of 10 million units at the same price.” Some large shareholders have been contacted by Peter Tomsett and the proposed underwriter, D & D Securities, and have been promised that they will be able to maintain their current equity position through their participation in this proposed financing.

Should the proposed financing proceed, not more than 5 shareholders will own more than 50% of Barkerville shares in a surreptitious takeover of the Company. Why do they want it so badly? Obviously, they know that the gold is there.

The following is my own 'lay' interpretation of the underlined section above:

In order to try rally enough votes for a dissident takeover, large players are being contacted with the promise their stake will - in essence - not be diluted like us retail investors. To me, that sound suspiciously like a bribe? If my understanding/interpretation is correct, I would like to think this is a matter that bears 'opening a file' at your offices. Are current rules and regulations so stacked against the retail investor that a move like this is somehow legal?!? "And the rich get richer ..." on our backs?!?

So ... to end on a personal note, this is me, trying to draw a line in the sand on behalf of the 99% so to speak.

Thank you for your attention to this letter and matter. I look forward to any reply that may be forthcoming relative to my (and all retail shareholders in BGM) concern.

Yours truly,

Michael XXXX