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Petition aims to force Barkerville annual meeting

Peter Kennedy Peter Kennedy, Stockhouse
0 Comments| December 7, 2012

A shareholder of Barkerville Gold Mines Ltd. (TSX: V.BGM, Stock Forum) has filed a petition in the Supreme Court of British Columbia seeking authorization to call an annual meeting of the company and seek the election of a slate of new directors.

The petitioner is Rex Harbour, who owns over 7.1 million shares of Barkerville Gold, or 6.5% of the 109 million shares that are currently outstanding.

According to the petition, Harbour wrote to Barkerville President Frank Callaghan on November 1, 2012 requesting that he call an annual meeting on December 21, 2012. “On November 7, 2012, the company, through counsel, refused the petitioner’s request.”

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As previously reported by Stockhouse, investors in Barkerville were left stranded on August 15, 2012 when the company was hit with a cease trading order by both the British Columbia Securities Commission and TSX Venture Exchange.

The move came after the company issued a press release on June 28, 2012, stating that an area encompassing about 10% of its Cariboo project in central British Columbia is estimated to host as much as 65-90 million ounces of gold.

“If proven to be accurate, this would make the discovery one of the largest gold discoveries in the history of mining exploration worldwide,’’ the court petition said.

The Executive Director of the BCSC has ordered that all trading in the securities of the company cease until the company files a technical report for the Cariboo property, completed in accordance with the Securities Act and regulations, supporting the company’s disclosure.

However, do date, the company has not complied with the request and the cease trade order remains in effect.

The petition warns that Barkerville’s ability to continue as a going concern is threatened by accumulated losses of $103.9 million, and a loss of $29.7 million during the year ended February 29, 2012.

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.

“Mr. Tomsett is a senior mining executive who has the necessary experience to direct the management of the company’s affairs, and to deal with outstanding regulatory issues, including directing the company to take the necessary steps to have the cease trading order lifted,” the petition said.

Prior to the cease trading order, Barkerville shares were priced at $1.22, leaving the company with a market cap of $133.5 million, based on 109.4 million shares outstanding. The 52-week range is $1.67 and 31 cents.


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