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Barkerville Gold Mines Ltd
Symbol C : BGM
Shares Issued 109,401,649
Close 2012-08-13 C$ 1.22
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Barkerville shareholder seeks AGM, new directors

2012-12-06 13:46 ET - Street Wire

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by Mike Caswell

Barkerville Gold Mines Ltd. and its president, Frank Callaghan, are facing an action in the Supreme Court of British Columbia from a shareholder who wants the company to hold its annual general meeting and wants to install three new directors. Rex Harbour, who owns 7.1 million Barkerville shares, says the company has not held an AGM since Aug. 26, 2011. He says that the meeting is long overdue, especially given the company's precarious financial condition, and he is asking the courts to compel the company to hold the AGM.

Mr. Harbour also claims that a group of investors, which includes former Placer Dome Inc. president Peter Tomsett, is prepared to recapitalize the company. One of the conditions would be that the company's five-member board include Mr. Tomsett and two others that he nominates. Mr. Harbour does not say exactly what role Mr. Tomsett would take on at the company, but strongly hints that he would be part of management.

Frank Callaghan
BARKERVILLE GOLD MINES
Frank Callaghan

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Well, 'ol Frank just loaned BGM a couple mil, so he can't be all that bad. BTW, is this the first use of a photo on SW ever? It takes guts to go with a mullet these days.

Posted by Snap at 2012-12-06 14:12

Nice smile. Of course if, as Mr. Harbour alleges, "Mr. Callaghan has received $7-million in compensation over the past 18 months, either directly or through a drilling company he controls", then Mr. Callaghan might have much to smile about.

And, while "'ol Frank just loaned BGM a couple mil", that loan supposedly bears interest at a rate of 20 per cent for the first year...which would have me beaming, too (especially if the to-be-loaned money is part of that aforementioned "$7-million". Talk about casting your bread upon the waters).

Posted by harpinder at 2012-12-06 14:35

Blatant attempt by Harbour to steal the company cheap. We shareholders and Frank will fight this HT attempt.

Posted by nancy180 at 2012-12-06 14:37

Its kind of weird to read in court documents a negotiation over private placement pricing and how much of the deal the new guy is going to get. Its also contradictory to say the company has been run into the ground then promise to pony up huge at a buck per share. If BGM defaults on the Frank loan, Frank gets everything. Everything. Whatever happens, this will go down as one of the more bizarre stories in VSE history. Unbelievable, really.

Posted by Snap at 2012-12-06 14:55

"Blatant attempt by Harbour to steal the company cheap. We shareholders and Frank will fight this HT attempt."

Hmmm. You might want to check Mr. Harbour's track record. He and the other concerned shareholders were successful in their challenge at Maudore (MAO)...and Stockwatch records indicate that three of those new MAO directors would add lustre to any board.

2012-07-19 17:29 ET - News Release

Mr. Kevin Tomlinson reports

MAUDORE MINERALS LTD. - ANNUAL MEETING UPDATE

Maudore Minerals Ltd. and the concerned shareholders have settled their outstanding issues resulting in the election of a new board of directors comprising five nominees from the concerned shareholders and two members from the management slate.

The new board of directors comprises Kevin Tomlinson (chairman), Dr. Howard Carr, George Fowlie, Keith Harris, Daniel Harbour, Robert Pevenstein and Raynald Vezina.

The new board of directors has appointed Dr. Carr as the company's new chief executive officer.

Ronald Shorr has resigned from the company, but will continue as a consultant to the company to ensure an orderly transition of management.

Mr. Tomlinson, the company's new chairman, commented: "We believe this result is in the best interests of Maudore and its shareholders. The new board and Howard Carr, our new CEO, are anxious to move Maudore forward with a view to enhancing value for our shareholders."

Posted by harpinder at 2012-12-06 14:59

this deal does not work without big Frank...He is the best

Posted by go frank at 2012-12-06 15:35

Harpinder, Yes, I know. Harbour put his kid on as a director too.

Read Rex Harbour's history. He makes Gorden Gekko look like a nice guy.

Also check out the share price of the companies he has raided. Not so

good eh?

Posted by nancy180 at 2012-12-06 18:06

@nancy 180 "He makes Gorden Gekko look like a nice guy"

Saw your post on the Stockyard. I was going to correct it, as Mr. Harbour and the dissidents won both the MOA court challenge and the nominating of most of the dissedent-selected slate.

As to family? Elaine Callaghan is all over Barkerville Gold, Golden Cariboo and the various reincarnations of International Wayside.

As to share price. LOL!!!

During its 16-year existence, the newly renamed International Wayside Gold Mines (it’s now called Barkerville Gold Mines Ltd...BGM) has consolidated its capital twice, with 154,201,700 IWA shares becoming 15,420,170 WGM shares, 103,795,060 WGM shares becoming 10,379,506 WYG shares and, by way of a renaming, 38,324,484 WYG shares becoming 38,324,484 BGM shares.

Prerollback, new-issue BGM/WYG shares equal 4,774,300,000 old IWA shares, new-issue WYG/WGM shares equal 1,037,965,000 old IWA shares, and new-issue WGM/IWA shares equal 154,201,700 IWA shares.

That’s a total of 5,966,466,700 shares...and BGM’s latest financials show $26 million in properties and equipment.

BGM...name change from International Wayside Gold Mines (WYG, January 20, 2010, 38,324,484 shares issued) . 58,122,228 shares issued at August 31,2010 WYG...January 15, 2009, new symbol, 10,379,506 shares issued (rollback of WGM, 103,795,060 shares on a 1:10 basis). WGM...August 18, 2005, new symbol, 15,420,170 shares issued (rollback of IWA, 154,201,700 shares on a 1:10 basis) IWA..February 7, 1994, 260,000 shares outstanding

" http://www.stockhouse.com/bullboards/messagedetail.aspx?p=0&m=31874217&l=0&r=0&s=BGM&t=LIST

Harbour has a long history of just this type of corparate raiding. He was defeated by MAO shareholders and we can defeat him too.

We can only conclude that Mr. Harbour seeks to seize the fruit of our accomplishments without paying shareholders a premium for their shares. (From MAO takeover attempt).

If we need different management, that does not mean we need a GORDEN GEKKO!!!

Posted by harpinder at 2012-12-06 18:40

wow..lots of hot air about a old old play in bakerville this property was drilled and drilled in 60's 70's 80's and no results like the results that this outfit put up and not surprising there is some issues with 43 101 compliance with these said grades and resources ... Howe st rules are " a gold mine is what???? a hole in the ground with a liar on top".. and some of these liars have a smile u can see for a mile like SAM ma-gee from Tennessee where the cotton blooms and boils....and when it all unfolds the believers try as they may to keep on keeping on refuse that as trooper wrote..she is just a three dressed up as a nine...stop wasting my time..and that's all i gots to say about that ....

Posted by lightning creek at 2012-12-06 19:16

Rexxie boy owns...what? 7 million shares of this deal. Snicker.

Posted by Phat Dean at 2012-12-07 02:07

What a disaster. Gives Vancouver mining a worse name. the whole board should be banned IMO. Anyone whinning about a group willing to pay $1.00 a share in a private placement is nuts IMO. If this trades again its going where all the other juniors are IMO

Posted by HoweStHustler at 2012-12-07 13:02

The problem with this market is we dont have guys like Frank around anymore and we just count on the funds to raise the money and at the end of the day they just worry about fees and dont give a shit about stock price...The retail investor is out of the market and we are dying on the vine as a venture capital exchange and i see lots of problems coming out of this-- west van home sales fancy cars at mcl and swank eaterys...The exchange better take notice or we will all be trading the HNU'S of the world for 30 cents swings and forgetting about the juniors...stop this capital pools and lets focus on trying to save this market with the stocks we got.. roll backs and reorgs are in our future...Good luck out the there boys

Posted by stockman at 2012-12-09 02:35

This tale is at minimum interesting. Think about it. Normally, dissident shareholders could call their own GM and launch a proxy battle. But here, with the cease trade, the dissidents can't add to their block and thus would likely be outvoted by Frank's sizable position. Now, with the loan and GSA in place (how they did that without shareholder approval I do not get), any action that weakens the company, such as litigation, triggers a default and Frank get's all the assets and the dissidents get a shell. It's a shotgun situation where only one player has a gun: Frankie C. Thusly, the only way out of the mess is to let current management fix the 43-101 problem and remove the CTO. Given FC's past Houdini-like escapes with this property/company, next year this time BGM will be up and running like magic. In mining, if you have real mine, you can be the worst manager in history and win huge. If the deposit(s) are economic, someone will write a big check. If the property is bogus, BGM will disappear and someone else will take a run at it anyway.

Posted by Snap at 2012-12-10 15:35

however, the rights and remedies available to the lender under the security agreement are limited to the amount of collateral sufficient to satisfy the principal sum and any interest thereon owing by the company to the lender.

Hi Snap, You need to read the loan agreement again. This is part of it.

Posted by nancy180 at 2012-12-10 16:24

May justice be swift.

Posted by David at 2012-12-11 14:52

"In mining you can have a real mine and be the worst manager in history and win huge"

Nada. It works the other way around

If you have a real mine and run it like a gorilla you'll be ruined and so will everyone associated with it.

A real mine is only a real deposit with proper management. It's a two part deal.

Don't kid yourself

Posted by Birdcat at 2012-12-12 14:32

This is the problem with the current theory of "public companies". A true public company quoted on an exchange should never be removed from public trading by a government institution, never. If their is malfeasance present the market corrects the company valuation, then as in this case individual or corporate investors who want to run the show have an opportunity to carry on the business or change the focus. In BGM case, the consultant hired made representations and warranties as to his or her professional acumen- the company is not involved in writing the 43-101 they hire a third party, how is the company then punished and the investors with a halt????? this is not logical thinking. The person pulling the trigger on the halt has as much technical capabilities as the author of the 43-101, probably less technical acumen.

Posted by smell the coffee or BS whatever turns yur crank at 2013-01-02 07:38

stockman, you are so full of crap. the problem with the market is the crap you pumping. a few geochem or geophysical anomalies and you are plowing a few million into the deal to pump it with a few self annointed technical gurus. you lament the old promoter types, but you are the first to shame them if the story they are pumping falls apart or the first to rat them out for the small percentage loss on your "investment" into a pump and dump story.

Posted by conman not stockman at 2013-01-02 07:42


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