CENTRAL EXTENDED G.M. CO.
An extraordinary meeting of the shareholders of the Company was held in
the Mechanics' Hall on Tuesday evening. Mr W. E. Marmion, MLC, Chairman
of the Board of Directors, presided, and there was a very large attendance
of shareholders.
The CHAIRMAN, in opening the meeting, said they were aware that, some time
ago a fresh Board of Directors was elected, who met shortly afterwards,
and went to work with an idea of placing the Company on a satisfactory
basis. After a time, difficulties occurred with regard to carrying out
one line of operations, namely, the crushing of some stone of good order.
The Centrals, after some hesitation, agreed to crush a quantity stone for
them, and a resolution had since been passed by the Directors thanking
that Company. (Cheers.) The result of the crushing had, as the
shareholders knew, been most satisfactory, 186 ozs. of gold having been
obtained from 104 tons of stone, which he thought was the best that had
yet come from Southern Cross. A larger quantity had been crushed at
Fraser's South, but he thought it was not so pure as that which came from
the Central Extended, which the Bank led them to believe would fetch from
£3 15s to £4 per oz. (Cheers.) When the Directors, sometime ago, saw the
Company had only a few pounds to carry on with, they gave their personal
bond to the Bank for £250. (Applause.) Of this they had, up to the
present time, spent about £200, and had a balance in hand, on account of
gold sent away, of something like £300. In addition they had the
machinery clear. (Applause.) Now, the Directors thought it desirable that
a little fresh blood should be brought on to the field in the management,
if possible, and Capt. Oats, of Fraser's Mine, was suggested. He was
communicated with, and at the request of the Directors undertook to visit
the mine. He reported as follows: —
To the Directors, Central Extended Gold Mining Company.
GENTLEMAN, — I have made a careful inspection of your property, and now
send you my report of same. The area is a part of the main re formation
of the Southern Cross line of gold bearing country. There is a shaft sunk
on the large quartz reef to 60 ft deep, but the quantity of gold contained
is very small, and at present will not pay. The future hope of this reef
is its becoming richer in depth, or at the intersection of the gold
bearing leaders, of which there appear to be several. Your deepest shaft
is sunk on a leader from which the stone lately crushed was broken, the
quality of which you know. There is more stone of equal value in sight,
but the formation is irregular and small, the encasing rock being hard and
expensive to break, but the lay of slate is good, and the general
appearance congenial for mineral; in fact this part of the mine is well
worth prospecting. I could not inspect the bottom of the shaft as it is
full of water, to a drive at 55 ft., which has been opened for 37 ft
towards the first shaft mentioned, the whole distance being 57 feet. This
drive should be communicated with the other shaft for ventiation [sic] and
to determine the value of ground in that direction. I can highly
recommend your property as having many promising points that should be
developed, but your having purchased machinery was injudiciously
recommended, as you have not the two important requisites yet for keeping
a battery going, viz., a sufficiency of stone or water. Without the
latter the site selected for erecting machinery is utterly worthless. The
only plan I can recommend you to do is to secure a machine and tailings
area near the lake, with the right to construct a tramway from shaft to
battery. Also to excavate and sink for water in tank and shaft on lake
where there is little question of your obtaining a good supply. The first
and most important point is development of mine, which if done
judiciously, I see no reason why shall not turn out equal to the other
mines near, but to do this considerable expenditure must be made. If you
determine on erecting your battery, it might be useful as a public
crusher, as well as to put through your own stone, but if you wish success
the mine should be opened out, as this alone will bring about the result
you desire. As a mining speculation you have I consider a good property,
and at the shareholders will not scruple to spend the necessary amount to
prove it.
I remain, gentlemen,
Yours faithfully,
WILLIAM OATS.
Fraser's Gold Mine, Southern Cross, October 20, 1890.
The CHAIRMAN, continuing, stated that it had been thought desirable to
obtain one month's exemption, which had been done, and then referred to
the methods for carrying on the Company. There were, he said, two methods
by which it could be done. They could carry on, as at present, with the
money they had in hand, for the next five of six months, but he did not
think they would be satisfied with that. The Directors believed that it
would be best, either that the Company be voluntarily wound up and re-
started, or that the capital be increased from 20s to 25s per share. He
believed that the money derived from such sources would be quite
sufficient to enable them to carry on the work. He invited Mr F. M.
Stone, the solicitor of the Company, to explain to them his views on the
question of increasing the capital.
Mr F. M. STONE said there were two methods by which they could arrive at
their object. One was that a resolution be passed that the Company be
voluntarily wound up and a new one started, the shares being held by
present shareholders. The other method was that the present capital be
increased. These resolutions would require to be passed by at least two-
thirds of the shareholders both in number and value. His opinion was that
it would be better to pass a resolution voluntarily winding up the Company
and forming a new one, as they would then get rid of the forfeited shares,
and stand upon a basis of 47,000 and odd shares, pay up to £1, and 300
contributing shares or so, paid up to the present amount. If they
increased the capital, certain questions might rise with regard to the
forfeited shares, which he did not think it was necessary he should there
refer to; he had already explained them to the Directors.
Mr JOSEPH ROGERS said he had no doubt that as to the legal part of the
question Mr stone might be quite right: but he did not see the utility of
winding up the Company. If they increased the £1 shares to 25s, and had
5s called upon them, it would answer the same purpose. So far as the 300
and odd contributors were concerned he did not think it would make much
difference if the Company said "we shall not call upon you to contribute."
He thought it would cost of good deal to wind up the Company, and form a
new one. Then, again, if it would require a two-thirds majority of
shareholders, as Mr stone had said, to pass either of the resolutions, he
did not see what was to be gained by winding up the Company. There seemed
to be the same difficulty about each.
Mr STONE said there was. The reason he advocated winding up was that
there might be some difficulty with regard to the forfeited shares, if the
other method were adopted.
Mr J. ROGERS believed it was a rule that if the calls on the shares were
not paid they were forfeited: consequently they did not exist — they were
dead.
Mr G. PARK said the shares were not dead; they belonged to the Company.
Mr STONE, in reply to a question, said all the calls must be made before
the capital could be increased, and he understood they had all been made.
Mr J. ROGERS: But I understand these shares do not exist; they are dead
men. (Laughter).
Mr STONE read the sections of the Mining Companies Act referring to the
forfeiture of shares, and said that at the present, all the calls upon
these forfeited shares had not been made.
Mr J. ROGERS said the forfeited shares could be sold and the Company buy
them in, he believed. At any rate, that was what was frequently done.
Mr R. NORMAN: Can a company buy in shares?
Mr STONE: No.
MR J. ROGERS: Can the shareholders who refused to pay their calls when
they thought the mine was a duffer, now come forward, and say "I will pay
up my calls."
Mr STONE: I think not.
Mr J. ROGERS: Then they are dead.
Mr I. [sic] ROGERS said shares were forfeited if the calls were not paid,
but until the day of sale came, they could be redeemed. If the shares had
not been advertised for sale, any shareholder could come forward now and
pay up his calls.
The CHAIRMAN said the position was this: Shareholders in other companies
knew that when no offer was made at the sales, the directors made an
arrangement that the shares should be bought in in view of something good
turning up. He could not himself see that, assuming there had not been
the strictest legality about it, that it would enable persons to come in
and redeem their shares now.
Mr I. [sic] ROGERS asked if there had always been a sale of forfeited
shares.
Mr W. E. CLIFTON (the legal manager) said all the shares forfeited had
been sold by public auction by an auctioneer, and had mostly been bought
in by the directors for the benefit of the Company.
Mr PARK said if the Company was to be re-formed, and their solicitor
suggested what was the most advisable way, let them take his advice. At
the same time was there not another way to attain their object? It had
been suggested that there were parties on the field willing to tribute the
mine. There was also the way they had been following, namely of getting
the stone by day work, and having it crushed by other companies.
Mr J. ROGERS said if was worth while for good men to tribute the mine; it
was worth the Company's while to work it for themselves (hear, hear).
The CHAIRMAN said Mr G.T. Simpson was desirous of saying a few words to
them. He was not on the register, that had some shares. Mr Simpson did
not intend to vote, and he (the Chairman) thought he ought to be allowed
to speak, and that what he had to say would be worth listening to.
Mr J. ROGERS: With all due deference to you, Mr Marmion, he is not on the
share list, and I say he has no right to speak.
The CHAIRMAN: I thing he has.
Mr J. ROGERS: This is a meeting of shareholders, and he is not one. I can
go and lend half a dozen persons scrip outside, and they can come in and
speak, if your opinion is correct.
The CHAIRMAN: He has a right to speak — —
Mr J. ROGERS: He is not a shareholder and has no right to speak (applause
and cries of dissent). You may think his opinion is worth listening to,
but I have had eight years experience of mining, and I think it is not
worth listening to (hear, hear, laughter).
Mr S. J. ROWE said he was in favour of increasing the face-value of the
shares to 25s, but thought before this was done, the Company ought to be
wound up. (Applause.)
Mr G.T. SIMPSON: Mr Chairman — —
Mr J. ROGERS: As a shareholder, I object to Mr Simpson saying anything.
Mr G.T. SIMPSON: As a shareholder. — —
Mr J. ROGERS: Sit down! (Laughter.) He is not a shareholder.
Mr G.T. SIMPSON: I would ask, Mr Chairman, if the transfer book has been
closed. If it has not, I will put in a transfer and asked the Directors
to sign it. (Hear, hear). I wish to say a few words, and —
Mr J. ROGERS: He's giving his opinion. (Laughter.) I did not think Mr
Simpson's opinion is worth having. (Laughter).
Mr BASIL PORTER: I move, sir, that Mr Simpson be heard. Will some one
second it? I think we ought, out of courtesy, to hear him.
Mr J. ROGERS: This is not a meeting for sentiment, Mr. — I don't know
what's your name, — this is a meeting of shareholders.
Mr BASIL PORTER: I move that he be heard.
The CHAIRMAN: I think that if there is any suggestion that is of use to be
made, we ought to hear it. Mr Simpson has had a good deal to do with
mining in the colony, and his suggestion is worth hearing. I hope Mr
Rogers will not object to it.
Mr J. ROGERS: Well, I do object to it.
Mr G. PARK said he believed if they tributed the mine they could get one-
fourth of the profit out of it.
Mr V. E. NESBIT asked whether they could not get over the difficulty about
Mr Simpson speaking, by getting him to speak to the Chairman or one of the
other shareholders, who could then inform the meeting.
Mr J. ROGERS: Let him speak to the telephone (Laughter).
The CHAIRMAN, who had been conversing with Mr Simpson, said Mr Simpson’s
idea was to allot the present forfeited shares among the other
shareholders pro rata. He did not think that would get over the
difficulty, if there existed one.
Mr J. ROGERS: I told you his opinion was not worth having, and I am in a
position to prove it now, from his own mouth (laughter). Supposing you
divide all those forfeited contributing shares among the present
shareholders. There would be simply 47,000 shares either more nor less.
I told to his opinion was not worth that piece of paper, and he has proved
it (laughter).
After further discussion,
Mr J. ROGERS proposed that the directors be empowered to call a meeting to
pass a resolution to voluntarily wind up the Company with the view to
forming a new Company, with an issue of 47,921 shares, each to be
considered to be paid up to £1, and to be liable to a further call of 5s.
Mr J. FARRANT seconded the motion.
Mr J. ROGERS asked if the contributing shares were to be reckoned in the
two-thirds majority in value and number required to pass a resolution to
wind up the Company.
Mr F. M. STONE said those shares which had been forfeited did not belong
to the Company; they had no right to hold them. Mr Simpson's suggestion
was based on an Act in Victoria, which had not been adopted here.
Mr J. ROGERS: Then under the circumstances we cannot pass a resolution,
unless we have two-thirds of 71,000.
Mr F. M. STONE: You only require two-thirds of 47,921. Those persons who
forfeited have a right to redeem before the shares are sold.
Mr J. ROGERS: They have been sold.
Mr F. M. STONE: No, they have not, for the Company had no right to buy them.
Mr G. PARK: Could not a trustee buy shares, and transfer them to the
Company?
Mr F. M. STONE: The Company cannot hold shares.
Mr G. PARK read the 29th section of the Mining Companies' Act, empowering
any person desirous of freeing himself from a share in a company to
transfer the same to it.
Mr F. M. STONE: That does not apply to a no-liability company.
Mr S. J. ROWE: It applies only to a limited liability company.
Mr G. PARK said it applied to both, as it was not included in the list of
sections excepted in the 116th section.
The CHAIRMAN moved a resolution in place of that of Mr Rogers, who
withdrew his, that the Directors be empowered to call an extraordinary
meeting to pass a resolution to voluntarily wind up the Company and form a
new company to take over the property assets of the old one.
Mr R. BARRETT is seconded the resolution, which was agreed to.
It is further decided that extraordinary meeting should also be asked to
pass a resolution in favour of giving the directors security for the bond
they had given to the Bank.
The meeting closed with a vote of thanks to the Directors....
