QUICKER WAY - VOLUNTEER SHAREHOLDER NEEDED
Rick - the Mongolians will of course dig up the gold without JVAG if JVAG remains dormant. The Mongolians will only respect JVAG if JVAG shareholders take steps to appoint directors, officers and auditor. The future of JVAG is outside the jurisdiction of the Mongolian authorities, and - if JVAG were to be would up due to lack of directors/officers/auditors/acounts/filings etc. then the Government of the Province of Ontario would presumably appoint a liquidator who would no doubt sell off the assets for next-to-nothing to get rid of the problem.
Meanwhile some good news.
I have been reading more slowly the Canada Business Corporation Act and found a quicker and more reliable way than holding a shareholders' meeting - with its inherent risk of getting shareholders representing at least 50% of the shares to attend either in person or by proxy. Daunting task to collect the proxies.
A volunteer is wanted amongst the JVAG shareholders, living in or near Toronto, willing to submit a formal written submission to an Ontario court to trigger revival of the company.
BEST METHOD OF REVIVAL:
Any one JVAG shareholder is entitled to submit an application to a Court in Ontario under Section 144 subsection 1 "if for any reason it is impracticable to call a meeting of shareholders of a corporation in the manner in which meetings of those shareholders may be called", "or for any other reason that the Court thinks fit" then the Court can "order a meeting to be called, held and conducted in such manner as the Court directs." Furthermore, under Section 144 subsection 2, the Court may order that the quorum requirement be "varied or dispensed" - overcoming the severe problem of having shareholders or proxies representing more than 50% of the shares present at the shareholders meeting. As a preliminary, it would be very useful to first inspect the list of shareholders held in Toronto. I am a business adviser NOT A LAWYER and I have reearched in detail the case that can be made in a written submission - but I am not a JVAG shareholder.
VARIATION ON FIRST METHOD:
One variation for reviving JVAG is under Section 241 (subsections 1 & 2) whereby a Court in Ontario can receive an application from a JVAG shareholder a "complainant" whereby the Court can "make an order to rectify the matters complained of" (i.e. no directors, no officers, no auditors, no audited accounts, incorrect filings, erroneous press releases etc). The powers of the Court are very wide ranging, including (under subsection 3, paragraph e): an order appointing directors in place of all or any of the JVAG directors in office. (As JVAG has NO officers, then it would be necessary for the Court to appoint a minimum of 3 directors, of whom at least 1 must be resident Canadian.
A THIRD VARIANT:
A more risky method for reviving JVAG is under Section 111 (subsections 1 & 2) whereby "any shareholder" may call a "special meeting of shareholders" on the grounds that "there is not a quorum of directors" (3 is the minimum, current number of directors is ZERO) or "if there are no directors then in office". Nominations before the meeting for persons to be elected as directors require a proposal to be signed by not less than 5% of the shareholders, and thus gaining prior consent from significant shareholders is essential - although proposals can be made at the shareholders meeting itself. A central problem is the requirement (under Section 140 subsection 1) for the shareholders' meeting to be quorate, requiring shareholders (or proxies) representing more than 50% of the shares to be present.
Any JVAG shareholder willing to volunteer, please email me on:
emiweb@magicnet.mn for more information.
Robin Grayson
General Director
Eco-Minex International Co Ltd
Ulaanbaatar
P.S. For newcomers to the SI thread - why bother? At present JVAG has no directors, no officers, no auditors, no recent audited accounts, no recent filings. Yet JVAG it IS worth reviving, as it has 40% of a 13-ton placer gold deposit ready to dredge in the main Mongolian goldfield of Zaamar - and the 60% owner is making active moves to finance the dredge. There is also a principle at stake, as many shareholders have been abandoned. More details of JVAG are on www.placersoftheworld.bizland.com |
