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
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.
We come before you and request that you redress the following two complaints:
1/ We have not been provided, with an independent valuation of our companies assets in a timely manner, rendering us unable to make a proper decision as to their disposition.
2/ The company attempting to acquire FREEWEST, has in violation of a “HOLD STILL” period, acquired substantial shares to vote in their own interest.
WE THEREFORE REQUEST THE QUEBEC SECURITIES COMMISION DECREE THE FOLLOWING:
1/ Provide that an idependent valuation of shares, in the form of a NATIONAL INSTRUMENT 43-10 be in the hands of all shareholders a minimum of 30 days before any voting can be tallied or decision to dispose be arrived at thru a vote of said shareholders.
2/ Prohibit the voting of any FREEWEST shares acquried by CLIFFS
their partners, officers of allies AFTER November 22, 2009
Specifying the procedures and conditions above will allow a free and fair vote equitable to all parties, bestowing no unfair advantage upon either.
Pursant to discovery of a world class, possibly the largest and purest deposit of chrome ore in the world, we have requested and been denied
a through and independent evaluation of this deposit, in spite of two competeing offers by other companies for FREEWEST Resources.
We believe that fair play requires we have this submitted for our use long before we are required to make a decision upon the disposition this deposit and possibly the entire company
This deposit is described by Ont. Minister Grazelle, as not only World Class, but also comparable 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.
OUR FURTHER COMPLIANT IS THAT Cliffs “ did improperly and likely unlawfully exercise 6.9 Million shares on Dec 11/2009 at a price of 60 cents,
In light of the HudBay Minerals VS. Lundin Mining, acquiring or excercising warrants to acquire AFTER an offer, friendly or hostile, during a HOLD STILL period then in effect, is in fact, wrong and illegal, according to the HudBay precendant case.
The facts are that this occurred AFTER CLIFFS made an offer to FWR of 90 cents,and therefore have “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, and therefore it has the same “hold’ period.. Since no funds not already in FREEWEST's treasury have been spent on ”proving up” more discoveries in FWR properties, we see the only pointof that placement as giving CLIFFS more share tovote upon acquisition on of FREEWEST. 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 will vote those 14 + million shares for their own interest.
Therefore our complaint is that Management of FWR ais withholding very important information about our “true value” and that certainly cannot stand…Their first duty is to FREEWEST SHAREHOLDER.
The second Complaint as outlined above 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.
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.
