Hello Vaughn..
I thought it would be a good idea to post the press release regarding the LTL and NDR,so that people who have not read it yet can make a better judgement.
I know that you have posted some articles but you have not clearly stated what you think of SUF&NDR relationship.
I would be very interested to find out what you and George J. Tromp think of SUF's move..
Regards
Bozkurt
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Lytton Minerals Ltd -
OSC probe continues; directors seek legal funding in separate case
Lytton Minerals Ltd LTL
Shares issued 115,673,934
1998-10-02 close $0.32
Friday Oct 2 1998
Also New Indigo Resources Inc (NDR)
by Brent Mudry
A continuing regulatory probe of a U.S. money manager's dealings, a proposed legal defence fund for insiders and updates on a series of pending lawsuits are the highlights of Lytton Minerals' revised information circular. The circular, dated Sept. 28, was mailed to shareholders on Thursday and filed in the Supreme Court of British Columbia for approval of the rescheduled annual meeting, now set for Nov. 4 in Vancouver. The AGM was originally set for June 29 but cancelled at the last minute when Crabbe Huson Group and fund manager Jim Crabbe made surprise regulatory filings on June 25. Crabbe Huson, a Portland-based mutual fund and money management firm, revealed it held 25.9 per-cent of Lytton's shares, while its head, Mr Crabbe, held a 20.25 per-cent stake in sister company New Indigo Resources. The revelation, the first regulatory disclosure of the holdings of Crabbe Huson and Mr. Crabbe, forced Lytton and New Indigo to abruptly cancel their annual meetings and jinxed the proposed merger between the two companies. "Lytton received legal advice that the Crabbe Huson shareholdings made it difficult to render a meaningful legal opinion that the amalgamation would not constitute a "related party transaction" for the purposes of the Ontario Securities Commission Policy," states Lytton chief financial officer Victor Wells in a Sept. 29 court-filed affidavit. Mr. Wells also notes that recent stock price fluctuations and the lawsuit filed in late June by disgruntled shareholders First Island Trustees and Howard Miller served as secondary factors to kaybosh the merger. In its circular, Lytton notes it reported the Crabbe Huson situation was "brought to the attention" of the Ontario Securities Commission "and other commissions and regulatory authorities." Lytton states that as of Sept. 29, it has not been advised of the position taken by the OSC or any other regulators. A stock market regulator confirms the OSC is the lead regulator on the affair in Canada, although the OSC, in its usual fashion, refuses to officially confirm or deny the existence of any regulatory proceeding. Lytton notes the matter was referred to regulators because the undisclosed control positions exceeded limits under takeover bid provisions of securities laws. Crabbe Huson and Mr. Crabbe are also in breach of the ten per-cent reporting regulation. Crabbe Huson chief operating officer Charlie Davidson declines to comment on the status of the OSC investigation or any settlement negotiations. "I can't say anything," the official told Stockwatch. Mr. Davidson also says the U.S. Securities and Exchange Commission has not launched any probe, as far as he or Crabbe Huson knows. "There is nothing in the U.S.," he asserts. In addition, Mr. Davidson confirms that Crabbe Huson made no changes to its internal policy or rules and made no censure of any individuals as a result of the affair. "There would be no reason for that," he states. While regulators mull over the Crabbe Huson dealings, the management of Lytton and New Indigo are busy dealing with several lawsuits, most notably the Miller Action, filed in June. The $50-million suit claims that Lytton's directors disregarded the interests of a number of other shareholders in various deals. The named defendants include Lytton, New Indigo, Glenmore Highlands, Klondike Gold Mining, Finngold Resources PLC, Harry Dobson, Desmond Alexander, David Whittle and Montreal Trust. The circular notes that Lytton agreed on Jan. 12 to indemnify Mr. Alexander, Mr. Whittle and Mr. Dobson broadly for all sorts of acts or omissions, "except to the extent that any of these individuals acted with deliberate fraudulent misconduct." Lytton also notes that the trio have requested payments for their legal costs in defending the Miller Action and the company is negotiating with them whether to finance their defences through "loans." "Lytton contemplates that any amounts loaned would be set off against any payment owing to Lytton to the indemnified parties," states the document. Lytton also notes it continues to defend three other suits: a $2.85-million wrongful dismissal suit filed by recently terminated president and CEO Glenn Laing, a $4.5-million European diamond exploration suit filed by the Scanex Group, and a pending claim by Birch Mountain Resources. In the Laing suit, the former executive seeks $600,000 for 24 months termination without notice, $1.5-million (U.S.) for extended severance and assorted other claims. Lytton states that it intends to defend the Laing Action and believes it has valid defences to all the claims. The Scanex Action, filed in Ontario Court, General Division, seeks a declaration that Scanex and Lytton were parties to an agreement regarding the identification, acquisition, exploitation and exploration for diamonds located in Northern Europe. The circular notes that the action was amended some time last year to include Glenmore as a defendant. The suit seeks $2-million in general damages, $500,000 for services rendered and $2-million for damages for conspiracy. "Lytton denies the existence of such agreement and all allegations, and considers the action to be without merit. The action is being contested," states the company. The final action stems from a Jan. 19 agreement between Lytton, New Indigo and Birch Mountain which requires Lytton to spend money on exploration and development of mineral claims owned by Birch Mountain in Northern Alberta. A second agreement, dated Mar. 2, includes an additional 313,000 adjacent hectares. Lytton and New Indigo are required to pay $327,000 and issue 217,000 free-trading Lytton shares for these additional properties. The circular notes that on Aug. 31, Birch Mountain gave Lytton and New Indigo notice to pay the cash and shares. Lytton states that the parties are currently negotiating the claim.
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