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Gold/Mining/Energy : Northrich Pacific Ventures NPA:V -- Ignore unavailable to you. Want to Upgrade?

To: john mcknight who wrote (7025)	1/31/1998 5:13:00 PM
From: dave herbert	Respond to of 7431

Greetings John/David As of jan 97 there were 11mil oustanding depending on the status of RHs options which i believe were exercised but do not know if they were paid for and the shares that were supposed to be issued for the various deals the total could be around 13 mil.MY understanding of the proccess for the election is that the directors have to be nominated and seconded then voted on by the shareholders with a majority being needed to be elected.Usually the directors are more or less rubberstamped at these meetings as the majority of shareholders do not attend or send in their proxies.The standard form for a corporation unless otherwise specified would allow for the nomination and seconding of a director from the floor and then called for a vote. The only votes counted for the election would be those from shareholders in attendance or from proxies.Under these circumstances it may not take that many votes to elect or defeat a candiate.The problem that may arise is with RHs shares as he currently has up to 1.5 mil if he indeed exercised his option as the insider reports indicate.It would be useful to find out whether as he is under investigation whether he can vote these shares either by himself or by proxy.As a shareholder i would be very displeased if he were allowed to as this would in effect still allow him control of the Co by being able to appoint the directors.

To: john mcknight who wrote (7025)	1/31/1998 8:01:00 PM
From: dave herbert	Read Replies (1) \| Respond to of 7431

Greetings John First i found last years info circular on NPA but not the proxy some of the items on it were holdings being vigor equities (ie) RH 1.25 mil now 1.764 mil R Klien 400,000 now 375,000 rhapaw equities? 1.5 mil Asah Shaw 82,000 now 165,000 it was dated dec 9 for a meeting jan 13 date rcvd unk Basically it also confirmed my opinions on the voting procedures I believe that a possible course of action would be to contact the vse to find out the possibility of delaying the AGM as the co has not notified the shareholders of the meeting/we the shareholders have not rcvd the nfo on what is to be voted upon/we the shareholders have not rcvd proxies etc. In addition as RH is being investigated that his as any other person or coassociated with a person (ie vigor) being investigated not be allowed to vote there shares at the AGM either personally or by proxy. If we could get these done it may delay the reopenning of the stock even if this did result i believe it would be no worse than it trading tommorrow at .05.The benifit would be in not allowing the management to steamroller thru the agm approving whatever they like without the knowledge of the shareholders and also give us more time to define the a proper course of action. Every shareholder should get a package whether they have the shares register in their name or not as they would be registered with the brokerage house that purchased them and they are required to forward the package to us.This is how i obtained the package last year and rcv packages on all co that i hold shares in for there agm without registering the shares.