Spider Resources

"Today TD Waterhouse quoted me $50 charge and a 2 week time frame to get my SPQ shares registered into my name"

2 weeks is OK. We have plenty of time. And as I understand from the following summary that I found in a Circular involving another company, my shares can also be registered to my broker's firm name (not CDS), but my broker will have to act on my behalf, upon my instructions. There should also be a fee I guess for this service.

"Section 190 provides that a shareholder may only exercise the right to dissent with respect to all the shares of a class held by him or her on behalf of any one beneficial owner and registered in the shareholder’s name. One consequence of this provision is that a shareholder may only exercise the right to dissent under section 190 in respect of shares which are registered in that shareholder’s name. In many cases, shares beneficially owned by a person (a “Non-Registered Holder”) are registered either: (i) in the name of an Intermediary that the Non-Registered Holder deals with in respect of the shares (such as banks, trust companies, securities dealers and brokers, trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans, and their nominees); or (ii) in the name of a clearing agency (such as The CDS Clearing and Depository Services Inc. (“CDS”)) of which the Intermediary is a participant. Accordingly, a Non-Registered Holder will not be entitled to exercise the right to dissent under section 190 directly (unless the shares are re-registered in the Non-Registered Holder’s name). A Non-Registered Holder who wishes to exercise the right to dissent should immediately contact the Intermediary who the Non-Registered Holder deals with in respect of the shares and either: (i) instruct the Intermediary to exercise the right to dissent on the Non-Registered Holder’s behalf (which, if the shares are registered in the name of CDS or other clearing agency, would require that the share first be re-registered in the name of the Intermediary); or (ii) instruct the Intermediary to re-register the shares in the name of the Non- Registered Holder, in which case the Non-Registered Holder would have to exercise the right to dissent directly."

The quest for fair value demands a few efforts, for sure. And it is an exciting way to treat an undesired takeover: that changes from the usual surrenders we retail has to undergo! Shareholders' Dissenting Right is a gift from corporate legislation to minority holders! Let see how this game will unfold in the following weeks. KWG seems to be determined to go all the way... staying on our side. I will go all the way also.

I remember the FWR takeover when many shareholders were really upset with the end result, convinced they had been forced to sell for far less than fair value. I don't recall there have been a dissension process in this case. (I know that Cliffs/FWR went directly with a Plan of Arrangement involving an exchange of shares, which was voted at 90%+ by the shareholders...).

During the battle for FWR, there were no 'mirror partner' like we have in Spider case. Noront helped rising the bids, however, thanks for them! In the present battle, KWG Resources Inc, announced that there will probably be a fair value determination, and KWG may well take the lead on it! With 2 independant valuations already waiting to be filed to the arbitrage forum, that we happen to have had a short but sufficient look, I will not lose this unique opportunity I have now to seek a better deal. Even if some efforts are needed from me!

I believe that the worst that could happen to my shares is that they are forced out for 19 cents. Or that the fair value be fixed at less than 19 cents (do I expect that???). On the other hand, the best that could happen is the fair value determination at 30 cents or more. There we're talking!

If Cliffs pays, say 500 000 000 tendered shares @ 19 cents, it will disbursed $ 95 000 000. If they pay the remaining 150 000 000 @ 30 cents (fair value), they will add $ 45 000 000 more, for a total of 140 000 000 $. A roughly $ 15 000 000 more than expected. Still a very good deal for Cliffs!

I express my personal view here. Just sharing toughts, and learning at the same time. Be free to express yours! NEVER TAKE A DECISION BASED ON WHAT YOU READ IN DISCUSSION BOARDS. While useful to trigger further DD, please always go to the primary sources: brokers and legal advisors.

GLTA.

BaBe.