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Griffin Mining News
Griffin Mining Limited ("Griffin") has withdrawn its proposed takeover of Ivernia Inc ("Ivernia") as a result of actions taken by the board of Ivernia which have resulted in the current and future control of Ivernia being delivered to a related party with latent massive dilution of its share capital without the approval of Ivernia’s shareholders or allowing the shareholders to be given the opportunity to consider a number of alternative proposals put forward by Griffin. The completion of a momentous alteration in the terms of Ivernia's convertible debt and other related transactions were permitted to proceed on the basis of the Toronto Stock Exchange’s (the "TSX") decision to grant Ivernia an exemption from TSX minority shareholder approval requirements for non-arm's length transactions and for transactions exceeding specified levels of dilution under TSX rules. Under the transaction, Ivernia's largest shareholder and an insider, Sentient Global Resources Fund II LP, was issued secured convertible notes (the “Notes”) where
Ivernia's application for exemption from shareholder approval requirements was made on the basis of "financial hardship" notwithstanding
The defensive takeover provision and the death spiral conversion feature were not disclosed in Ivernia press releases or material change reports, and the extent of Sentient's ownership upon conversion of the Notes was not disclosed in Sentient's early warning filings. It is interesting to note that the representative of Sentient on the board of Ivernia makes up one of the three members of the Corporate Governance Committee. Mladen Ninkov, Chairman of Griffin simply stated, "Enough said.”
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