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Gold/Mining/Energy : KERM'S KORNER -- Ignore unavailable to you. Want to Upgrade?

To: Kerm Yerman who wrote (14761)	1/12/1999 4:57:00 AM
From: Kerm Yerman	Respond to of 15196

IN THE NEWS / Viceroy makes $157.4-million bid for Rayrock 'Complex' takeover offer worth 17 per cent more than earlier bid by Glamis Gold Tuesday, January 12, 1999 ALLAN ROBINSON - Mining Reporter Globe & Mail Viceroy Resource Corp. has launched a $157.4-million takeover bid for Rayrock Resources Corp., an offer 17 per cent higher and more cash-rich than an earlier bid by Glamis Gold Ltd. Clynton Nauman, the president of Vancouver-based Viceroy, said it has been working on a deal to win the support of Rayrock's board of directors since late December, 1998. The Viceroy bid comes in at $7.76 a share and the shares of Rayrock rose 15 cents yesterday to $6.65 on the Toronto Stock Exchange. The Glamis bid began at $6.60 a share, but because of a sharp increase in Glamis's stock price yesterday the bids are now almost the same. Rayrock president James Askew said the company has been successful in attracting interest in its three operating gold mines in Nevada instead of just being viewed as a cash box with $75-million in the vault. Six days ago Rayrock disclosed that recent exploration efforts have increased its gold reserves by 73 per cent, which has added three years to the life of its Dee and Margold mines and two years to its Daisy mine. The Daisy and the Marigold mines have excellent exploration potential, Mr. Askew said. "Those assets are really worth serious money." "It's a relative complex transaction," said Viceroy's Mr. Nauman. "Our objective was to get a clean unbundling of the [Rayrock] assets." Viceroy did not want to own Rayrock's oil and gas assets. Viceroy has offered to pay $2.50 in cash plus 1.9 shares of Viceroy for each share of Toronto-based Rayrock in order to acquire Rayrock's mining assets. As part of the deal, Viceroy has also agreed to pay as a dividend to Rayrock's shareholders, the shares Rayrock owns in BlackRock Ventures Inc. of Calgary, a heavy oil company. BlackRock would also end up owning all of Rayrock's 10.8-per-cent interest in Magin Energy Ltd. of Calgary. Rayrock owns a 45.9-per-cent interest in TSE-listed BlackRock, which has a total market value of $27-million, which indicates the dividend is worth about 61 cents for each share of Rayrock. Rayrock said its shareholders will be able to vote on the Viceroy and Glamis proposals on Feb. 23. Quest Ventures Ltd. of Vancouver, a dissident Rayrock shareholder, wants to propose its own slate of directors at that meeting, pay out the cash as a dividend of about $5.50 a share and possibly find a bidder for the remaining assets. Glamis, based in Reno, Nev., has agreed to offer either 2.2 Glamis shares or 1.5 shares plus $3 cash for each Rayrock share, putting a value on its takeover bid of $134-million based on a recent $3-a-share price for the Glamis shares. Glamis has placed a limit on the cash portion of its bid of $24-million or $1.18 for each Rayrock share. Under the Viceroy offer, Viceroy will pay out about $50.7-million or $2.50 a share. The shares of Glamis jumped 50 cents to $3.50 yesterday on the TSE so that numerically its bid appears to be worth about the same as the Viceroy offer, although its cash payout is less. It is "too early" for Glamis to comment on the proposed takeover offer for Rayrock by Viceroy, said Glamis's chief financial officer, Daniel Forbush. Viceroy values its offer for Rayrock at $7.76 a fully diluted share based upon a 20-day average of closing prices. Before yesterday's 50-cent runup in Glamis's shares, Glamis's bid for Rayrock was worth about $6.60 a share.

To: Kerm Yerman who wrote (14761)	1/12/1999 7:12:00 AM
From: Kerm Yerman	Respond to of 15196

IN THE NEWS / Slammed In Chat Rooms, Brokerage Files Lawsuit Thomson Kernaghan By KATHERINE MACKLEM The Financial Post Yahoo! Inc., operator of one of the world's most popular Web sites, is being sued for libel by Thomson Kernaghan & Co. Ltd., a privately held Canadian investment dealer. The lawsuit claims Yahoo! and a string of other defendants were "reckless, malicious, vicious, callous, reprehensible, shocking, oppressive and high-handed." The suit is one of the first filed in Canada against Yahoo! It is significant because it delves into the largely uncharted territory of Internet libel and the responsibility of both the individuals who write defamatory messages and the operators that provide the forums, such as chat rooms, for discussions. Silicon Investor Inc., which operates financial bulletin boards, is also named in the suit, as are a handful of individuals known only by the pen names they sign to postings on the World Wide Web, such as "Black John," "Tech," and "Danimal 2002." Thomson Kernaghan says a press release and other messages posted on the Web were malicious and portray both it and Mark Valentine, a second plaintiff in the suit and a Thomson Kernaghan vice-president and director, as acting illegally. The case, filed in Ontario Court, general division, is the latest in a volley of lawsuits involving Thomson Kernaghan and Mr. Valentine regarding controversial investments made by the firm. Most of the other lawsuits aim in the opposite direction, with Thomson Kernaghan as the target, and claim the brokerage and Mr. Valentine have illegally manipulated stock prices. It is these allegations of manipulation that triggered the libel suit, which singles out a press release posted on the Web (and also disseminated by newswire services) by Texas-based Restaurant Teams International Inc. The press release announced a suit against the brokers alleging a breach of agreements concerning an investment in Restaurant Teams by Thomson Kernaghan and its clients. That suit accuses the brokerage of illegally short-selling the company's stock. It also says, and this is quoted in Thomson Kernaghan's libel suit, that "it is appalling that these funds [managed by Thomson Kernaghan and/or Mr. Valentine] . . . can come to the United States and make investments in growing companies only to short sell their stock to the point that they destroy the investments made by hard-working people. . . . We believe this is a prime case of market manipulation." Two of Restaurant Teams' principals and its stock promoter are also named in the Thomson Kernaghan suit. The libel suit claims a total of $5-million and asks the court for "the imposition of punitive, aggravated and exemplary damages against the defendants." The brokers will ask Yahoo! and Silicon Investor to disclose the true identities and addresses of people who have posted messages that it deems offensive. To date, only a handful of libel suits have been launched concerning material posted on the Internet. People falsely believe they can hide behind anonymous messages, said Michael Geist, a law professor at the University of Ottawa who specializes in Internet law. They need to have a better sense of what happens when they post messages, he said. "Just as there are limitations on the right to free speech, there are on the right to anonymity," Mr. Geist said. Spokespeople for both Yahoo! and Silicon Investor said they do not comment on lawsuits. In the past, Yahoo! and other chat-room operators have complied with court orders to provide information on their users' identities. In addition to the Restaurant Teams lawsuit, Thomson Kernaghan has been named by about a half-dozen companies in other lawsuits accusing it and the funds it manages of short-selling stock after investing in convertible debentures in the companies. In an interview in November, Lee Simpson, Thomson Kernaghan's chief executive, denied any wrongdoing.