eye opener - part 2

Please note: This is not all of the announcement.
For the full unedited announcement go to www.burdekinpacific.com.au
then go to Investor Centre,
then go to News Releases
Read Shareholders to choose between alternative boards

In my opinion, it again clearly highlights why bks should be left with the current board.

"Burdekin Pacific Limited ASX Announcement 1 November 2004 – Annual General Meeting Burdekin Pacific Limited A.C.N. 059 329 519 Level 13, BGC Centre 28 The Esplanade Perth WA 6000 Phone: +61 8 9322 6045 Fax: +61 8 9481 5557 Email: [email protected]
Enquiries regarding this announcement can be directed to either: Mr Jerome G Vitale Director and Chief Executive Officer or Ms Susan J Field Executive Director and Company Secretary Phone +61 8 9322 6045

1 November 2004
Shareholders to Choose between Alternative Boards
Notice of Annual General Meeting


9.2 Assessing the suitability of the proposed new directors
9.2.1 Mr Colin Patterson’s management track record
Mr Patterson was recently removed by the shareholders of Emperor Mines Limited ("Emperor") as a director of that company following a takeover offer. Between 1995 and 2000 he was the managing director of Emperor. In the eight years to June 2004 under his stewardship as a director Emperor sustained net after tax losses of approximately A$71.5 million, A$55 million of which were incurred in the four consecutive years to 30 June 2000, a period during which he was managing director (source: Emperor Annual Reports). Also during his tenure at Emperor that company expended in excess of A$30 million in drilling costs on an exploration project which generated no reported identification of economically mineable gold reserves.

9.2.2 Mr Colless’ potential conflict of interest
Mr Colless is a director of Newland Resources Limited, an ASX listed company that owns the management company that manages the resource portfolio of Ocean Resources Capital Holdings plc ("Ocean"), Burdekin’s largest creditor, who holds A$3.5 million in unsecured notes in the Company. If appointed as a director, Mr Colless will still be obliged to consider the creditor’s interest.

9.2.3 Mr Gunzburg’s association with Esmeralda Resources Limited
Mr Gunzburg is a director of Eurogold Limited, previously known as Esmeralda Resources Limited, a company that in 2000 was blamed for one of the biggest environmental disasters in modern mining history (refer www.google.com advanced search, type in words "Esmeralda" and "Danube"). Mr Gunzburg was not a director of Esmeralda at the time however he was a major shareholder. Although the company has subsequently made good progress, his intimate association with a company whose environmental performance was the subject of international litigation could reflect adversely on Burdekin’s reputation in Fiji, where the environment is a key concern of stakeholders.

9.2.4 Minimal or no personal stake in the Company and numerous other commitments
Of the three proposed new directors, Mr Patterson has only been a shareholder in the company since 16 September 2004, and neither Mr Colless or Mr Gunzburg are registered as owning any shares in the Company. It is relevant to note that all of these individuals are collectively on at least 11 other boards, which raises an issue as to whether they will be able to make available the time needed to direct your Company at this stage of its development.

9.3 Important Information on the Convenors of the Purported General Meeting for 17 November 2004
In addition to the Board’s concern as to the suitability of the above nominees as directors of the Company,
shareholders should be aware of and consider some other important information in relation to the parties who have sought to convene the meeting purportedly called for 17 November 2004.

9.3.1 Earlier attempts to influence your Company: RFC Corporate Finance Pty Ltd
The Board has established that Mr Stephen Allen, representing RFC, a mergers and acquisitions specialist firm, has during the past two years been involved in numerous failed initiatives involving Burdekin.
From affidavits filed on 12 October 2004 with the Supreme Court of Western Australia, Burdekin has established that RFC acted as adviser to the convenors of the aborted 18 October 2004 meeting (companies associated with Mr Brian Thornton, Dr Rugless and Mr Patterson). To the knowledge of the Company, this relationship continues. Proposals put forward by RFC, or in which they have or appear to have been involved, are as follows:
• the reconstruction of the Company’s capital (and cancellation of 9 out of every 10 shares held by current shareholders was rejected by the Board as not in interest of present shareholders at the time –
September 2003);
• the blockage of the appointment of a non executive director (Mr Charles Schaus) and the re-election of an executive director (Ms Susan Field) at the 2003 AGM; and
• the removal of Mr Jerome Vitale as a director of the Company (September 2002 and again the general meeting in May 2004).

Burdekin is aware that RFC acted for Ocean, our major creditor, in proceedings against your Company where Ocean attempted to call default on its facility. These proceedings were set aside by the Supreme Court of Western Australia and costs awarded to the Company (refer Burdekin ASX announcement of 3 March 2004).
The Board is prepared to hear out any well reasoned proposal that is in the best interest of all shareholders. However at no time has RFC on behalf of themselves or any other member of the convening group made an approach to the Company with any proposal that is relevant to the Company’s present circumstances, or on any matter for the consideration of the Board.

9.3.2 Earlier dealings with your Company: Mr Colin Patterson
Shareholders should be aware that Mr Patterson’s recent letters to shareholders are not his first demonstration of interest in your Company and more importantly its major asset, the Mt Kasi gold project:
(i) in early 1999, while managing director of Emperor, Mr Patterson made an offer on behalf of Emperor to acquire a 51% interest in the Mt Kasi project. The offer was rejected by the Board as inadequate (10 March 1999).
(ii) Mr Patterson made an approach to the Company on behalf of Phoenix Gold Fund, to whom he was then a consultant and of which he is now a director, to take a substantial placement of shares and become the Company’s largest shareholder. Agreement could not be reached on terms satisfactory to your Company and the Board did not proceed with the matter any further (November 2002).
(iii) On 17 May 2004, Mr Patterson, in his capacity as managing director of an unlisted company Zedex Mineral Limited ("Zedex"), made an offer to enter into a joint venture on the Mt Kasi project, or a possible merger with Burdekin (formal written offer was received from Zedex on 25 May 2004). The offer was considered by the Board, then including former director Dr Craig Rugless, and rejected unanimously as being commercially unattractive and not in the best interest of existing shareholders.

9.3.3 Earlier attempts to influence your Company: Mr BrianThornton
Three of the eight convenors of the meeting called for 17 November 2004 are companies, of which Mr Brian Thornton is a director and significant shareholder. Gateway, Bikini and Farrington Corporate Services Pty Ltd ("Farrington") were the core members of the group who convened a meeting to remove Mr Vitale in May 2004, but were unsuccessful.
• Prior to Burdekin’s decision to complete a rights issue and public placement in October 2003, Mr Thornton put forward a proposal for Burdekin to enter into a joint venture with Gateway on the Mt Kasi project.
The then Board of Burdekin rejected this offer on the basis that the terms proposed were unacceptable.
• Farrington has acted as an investor relations consultant for Burdekin for a number of years. In addition to other fees, Farrington received a total fee of $62,774 for assistance in the facilitation of the financing transaction with Ocean.
• 48 hours before the scheduled 2003 AGM through a solicitor, an ultimatum was given to Mr Vitale to resign within 24 hours or otherwise the shareholders Mr Thornton represented, namely Gateway, Farrington and Bikini would vote against all resolutions. The ultimatum was rejected.
• In March 2004, a group of shareholders consisting primarily of Gateway, Farrington and Bikini, served a demand on Burdekin for the Company to call and hold a general meeting, the purpose being to remove Mr Vitale as a director.
There were no reasons given to the Company or to shareholders and no alternatives put forward for shareholders to consider. The Company held the meeting on 14 May 2004 and Mr Vitale was retained as a director with a significant margin.

9.3.4 Earlier dealings with your Company: Dr Craig Rugless Former Burdekin director, Dr Craig Rugless, is a signatory to convene a meeting to make changes to your Company’s Board. Until 48 hours prior to the meeting held on 14 May 2004 to remove Mr Vitale as a director, Dr Rugless had consistently supported the then Board’s decision to reject all initiatives from RFC, Mr Thornton and Mr Patterson’s associated entities, on the basis that they were not considered to be in the best interest of existing shareholders."

Constructive comments & discussion please.
I hold bks
Always seek professional investment advice before investing & please read below.