asic complaints form download + addresses, page-5

Many of us have already sent a number of official complaints months ago after the EGM debacle not only to ASIC but also to the ASX and to many policicians.

Here are 2 different newspaper news articles both from The Age which partly arose because of shareholder actions to voice their concerns about Jervois: one written on the 29/5/09 and the other (see further below) on the 9/!/09

1. ASIC probes claims on junior miner
THE AGE Mathew Murphy
May 29, 2009
AUSTRALIA'S corporate regulator is probing allegations against junior Jervois Mining, which is embroiled in claims of market manipulation, related-party transactions and misleading shareholders.
The company strongly denies the claims, which also have been aired recently in the Federal Court before Justice Alan Goldberg.
The Australian Securities and Investments Commission is reviewing a report, compiled by a former in-house analyst, Peter Francis, detailing the allegations. Several statutory declarations that broadly support the report, including one from former Jervois director Richard Campbell, have been lodged with the regulator.
Last month at an extraordinary meeting of Jervois, Mr Campbell and a group of rebel shareholders accused the management of losing about $8 million of shareholders' funds and repeated share placements that significantly diluted the share price.
But they failed to oust Jervois managing director Duncan Pursell and board members including Derek Foster.
The rebels also claimed that Mr Pursell had botched a multimillion-dollar joint-venture deal with China Rail Resources to develop the company's nickel/cobalt project in Young, NSW.
At the nub of the complaint is Jervois' relationship with sometime underwriter New Age Exploration and the unlisted Goldpride.
In January, Jervois announced a capital raising by way of a 1-for-5 rights issue of about 428 million shares. But it received applications for only 131 million shares. After Jervois had sent out a notice of an EGM to be held in April, it issued hundreds of millions of shares, partly to cover the shortfall. But it was Jervois' swap of 200 million of its shares to New Age, at a 25 per cent discount, for 6 million New Age shares, at an 85 per cent premium, that caused the most ire.
Then in March, again before the EGM, Jervois acquired tenements from Goldpride neighbouring its Bullabulling gold venture in Western Australia in return for 125 million shares. That was despite Mr Pursell saying as recently as November that Jervois had no interest in Bullabulling and "will be closing the mine at the end of the year".
"In my opinion, it is clear that Jervois … deliberately misled shareholders in regards to the rights issue," Mr Francis says in the ASIC document. "A further (252 million) shares were issued that could not have been issued (without) the vote of the shareholders. The issues surrounding the EGM, in my opinion, were designed to mislead shareholders and influence the outcome of the voting at the EGM."
A spokesman for Jervois denied it had paid a premium on the New Age transaction. He said Jervois was seeking a joint-venture partner for Bullabulling with a view of expanding the loss-making operation.
"Jervois has always maintained a flexible attitude to Bullabulling," he said in a statement.
Two weeks before the Goldpride acquisition, members of Mr Foster's immediate family transferred ownership to Shane Fitch and Peter Peebles, who then on-sold to Jervois.
Mr Campbell's statutory declaration to ASIC says Mr Foster, a former mine manager at Bullabulling and now a Jervois director, never disclosed a prior interest in the asset even though his wife was a director of Goldpride.
"This company shows all the traits of market manipulation and a company that is being controlled and run as a private company," Mr Francis says in his report to ASIC. "Numerous breaches of the ASX rules and the Corporations Law are present."




2. What goes on behind closed boardroom doors
THE AGE 9/1/09
Jervois, a would-be nickel miner, made an extraordinary announcement on Christmas Eve. Managing director Duncan Pursell, who said he was responding to an "informal query" from the ASX's Adelaide office over something apparently unrelated, went on to detail a nasty spat.
He revealed that fellow directors Melanie Leydin and Richard Campbell had called on December 17 for a board meeting to consider a requisition from shareholders for a meeting to remove Pursell and Malcolm Jansen.
The idea was to bring in Sydney-based mining entrepreneur Norm Seckold, already Jervois' largest shareholder, with about 6 per cent — and better known as the man who did get his money out of Opes Prime — and his colleague Peter Nightingale.
Pursell reckoned his legal advice was that the requisition was deficient, but the board still met on December 22 to consider it. Neither Leydin nor Campbell turned up.
Other, as yet unrevealed, resolutions were passed in their absence, but that same day Leydin and Campbell persuaded Justice Ray Finkelstein to grant an injunction preventing Jervois' board from implementing resolutions passed on either December 22 or December 12. Leydin, who is a well-respected company secretary for several groups, quit the board on December 29.
Jervois also has another potential $US1 million court case over a dispute with a Chinese partner.
Pursell has since announced a 1-for-5 rights issue at 0.4¢ a share to raise $1.7 million — in the unlikely event everyone takes it up. Jervois is believed to have about six months' worth of money left at current company cash-burn rates
A number of existing shareholders seem to be very grumpy about the dilutive effects of the issue, especially given Jervois already has 2.1 billion shares on issue, and a market worth of just $15 million, and this would add more than 400 million shares.
(Historic footnote: Lancelot was, sadly, around 20 years ago when Pursell took control at Jervois after Ian Sykes, the man whose XL Petroleum is credited with giving Melburnians cheaper fuel for their cars, had to sell when he predicted the market would collapse and it didn't. Back then Jervois' market worth was $3 million with 40 million shares.)
The chatter on the HotCopper forum, apart from being dominated by a pro-Seckold group using "jervoisvision2009" as its banner, suggests Jervois has more than one member of the Pursell family on the books — which may be influencing decisions about how to cut operating costs.
Pursell could consider taking a leaf from the book of the company's namesake, former South Australian governor Sir William Jervois — a royal engineer not only jointly responsible for the defence plans used in Australia until early last century, but who also worked on the defences of South Africa, Canada and London.
For London he proposed a ring of defensive forts. Lancelot thinks Pursell might want to hunt up those plans.
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