FRASER'S GOLDMINING CO.
We are requested to publish the following minute passed at a directors'
meeting of the above Company: Resolved to enter on the minutes that Mr
Simpson's statement re amalgam has been satisfactorily explained from the
last reports of Mr Rosman. Carried, one director dissenting.
FRASER'S G.M. CO.
An extraordinary meeting of the shareholders of Fraser's Gold Mining
Company was held in the Mechanics' Hall, last evening. Mr G.T. Simpson
Chairman of Directors, was in the chair, and there was a large attendance
of shareholders. After the usual formal business had been transacted,
The CHAIRMAN requested all proxies to be brought up, and it was requested
that no one but proprietors and holders should be present.
Mr R. F. SHOLL asked if persons holding shares simply for voting purposes
were allowed to vote at the meeting.
The CHAIRMAN replied that they had to take the register as a guide, and if
men had lent scrip for voting purposes the shareholders were helpless.
The first matter proceeded with was to consider and adopt proposals for
reorganisation, and the Chairman read the director's report, which was as
follows:
TO THE SHAREHOLDERS OF FRASER'S G.M. CO., NO LIABILITY.
GENTLEMEN,—Your directors have to report to you that—consequent on the
action taken at the last meeting, held in this hall, they applied to the
gentlemen who were promoters of the proposition regarding a guarantee, for
details and an exact exposition of the proposed scheme for dealing with
the affairs of the Company—officially they have received no written
answers to their inquiries, but from information which has reached them
they believe that the affair has fallen through. They have now to submit
to you their suggestions for future operation, and furnish their opinion
on them respectively. The three proposals are as follows, viz.:
Mr Fraser's agreement today for the issue of 25,000 subscribers scrip, as
per his letter;
An extension of paid value of scrip to 25s.; and liquidation.
With regard to Mr Fraser's proposal, your directors cannot recommend it
for your acceptance. They consider that for the increase of 25,000 shares
will militate very strongly against the interests of those proprietors who
have paid top market prices for their scrip, and they have very grave
doubt, after reference to the most competent sources of information,
whether the shares would be applied for. In the event of such allotment
failing, they would respectfully direct your attention to the deplorable
circumstances in which the Company would be placed financially, and the
possibility of general disaster. In addition they would point out to you
the comparative position of companies with parallel scrip, whose
subscribing shares are now absolutely unsaleable and forfeited every month
for non-payment of calls. Such a state of things, of course, shatters the
market for paid up stock, and practically believes each class of scrip a-
begging.
The extension of the face value of the scrip to 25s. meets with the strong
and healthy support of your directors. In urging the adoption of this
scheme upon you, they are compelled to recognise the fact that they are in
duty bound to take cognisance of the fact that there are in this room
gentlemen who have paid the highest market prices for the interest they
hold. The sum available in calls will furnish ample funds for future
development.
With regard to Mr Fraser's statement in the public Press, that the Company
has failed to carry out its agreement with him, your directors, speaking
advisedly, assure you that every detail has been complied with, and that
the assertion is gratuitously irresponsible.
Your directors would also point out to you that by rendering all the
shares in the company contributing the possibility of one holder, whose
scrip practically costs nothing, being in a position to imperil the
interests of those who find the capital for development, is checked, if
not absolutely removed. They also support the course as, perhaps, more
pleasant than the last resort in liquidation.
The final course open to the shareholders is liquidation. This,
undoubtedly, when divested of sentiment, is the most profitable course the
holders of subscribing stock can adopt. If it pleased the shareholders to
take it your directors would suggest that an asset committee be appointed
to act purely on behalf of the contributors. This committee would be
instructed to buy in the property on behalf of contributors, and acting as
trustees, would form a new company, allotting interests in proportion to
the contributing shares at present held. On proper business lines the
property would then be placed on approximately a 30,000 instead of a
50,000 share basis.
With regard to the mine generally, your directors wish to state that, so
far as they are advised, the value has in no way decreased. The results
of preliminary operations confirm them in the conviction that you are the
holders of a very valuable mining estate.
The CHAIRMAN also stated that the liabilities of the Company amounted to
£1650, some of which were pressing. He also read a letter from Mr Hugh
Fraser, dated the 6th of March, in which he stated that he could not agree
to the directors' proposal to increase the share value to 25s per share,
but would agree to a new issue of 25,000 more shares to be issued pro
rata, paid up to 10s 6d on allotment, and further calls to be agreed to by
the shareholders "then present."
Mr SHOLL agreed with the report of the directors with regard to the issue
of shares. He expressed his disapproval of Mr Fraser to the amount offer
stated in the letter just read. He strongly supported the opinion of the
directors, and trusted that Mr Fraser and the other shareholders would
favour the increase of the share value to 25s. for which special
provision would be found in the Act. He proposed that the value be
increased to that amount.
Mr A. W. HASSELL seconded the motion.
Dr SCOTT could not see the difference between that course and the one
mentioned by Mr Fraser, because they were bound to offer existing
shareholders a pro rata amount of scrip. He pointed out that the proposed
course might have a deteriorating effect upon the value of paid-up shares
purchased a great price, which he did not think would ensue if the other
course were taken. He dilated at some length upon the necessity of having
the mine properly managed by persons in whom the shareholders had
confidence, and expressed the hope that the meeting would banish from
their minds any idea of the Company going into liquidation.
Mr A. FORREST agreed, and hopes that the meeting would consider how the
increase of the share value to 25s would affect Mr Fraser, who was the
owner of 25,000.
Mr E.T. HOOLEY supported Mr Sholl's motion, and said there was no
guarantee that the new issue would all be taken up.
Mr F. M. STONE, who said he spoke on behalf of Mr Fraser, said had it not
been for that gentleman the company would not have been formed, and in
proposing to increase the value of the shares care should be taken not to
crush him. Mr Fraser had had such confidence in the mine that he had held
on to his shares, and had thus benefited the market value of the shares.
If the whole of the meeting were in favour of the resolution they should
deal fairly with him and allow him 1s per share of the increase. By the
agreement the company had with Mr Fraser, they had to put proper machinery
on the ground, but Mr Woodward's report showed this had not been done,
and, therefore, Mr Fraser had a good plan for breach of an agreement.
Mr W. H. NEELANDS said they were there not to crush Mr Fraser, but to
protect their own pockets. If the Company had broken their agreement, let
Mr Fraser proceed against them. He supported Mr Sholl's resolution.
Mr V.E. NESBITT also supported it, and said he had been in favour of a
fresh issue, but the previous evening he had been informed by Mr Simpson,
at a Directors' meeting, that Mr Fraser had absolutely agreed for an
increase of liability upon present shares, and that at 10 am yesterday, he
would have an agreement from Mr Fraser about it. This altered his (Mr
Nesbitt's) mind.
Mr FRASER denied that he had made such an agreement.
Mr W. E. MARMION pointed out that if a fresh issue were agreed to the new
shareholders would be able to choose one in on equal terms with those who
held paid-up shares. He strongly recommended that Mr Sholl's resolution
the agreed to, in the interests of Mr Fraser and general body of
shareholders. He defended the directors against the charge made by Mr
Stone of breaking the agreement, and insisted that the mishaps on the
field were not due to them. He referred to the agreement of Mr Fraser,
which stated that "the Company" would have to put machinery on the field,
and pointed out that Mr Fraser formed half of the Company.
Mr G. LEAKE said he should support the resolution, because he thought it
would be well to prevent the market from being flooded with shares, which
would be detrimental to all parties concerned. He failed to see that Mr
Fraser was entitled to the sympathy of the meeting, and considered that he
had got a fair equivalent for what he sold to the company. He hoped that
Mr Fraser would agree to what was proposed, otherwise the only thing the
company could do would be to go into liquidation, which would be
disastrous to all, Mr Fraser included.
Mr SHOLL said that according to the share register, Mr Fraser held only
2960 shares, the calls on which would not be heavy. With regard to the
machinery, it was all very well for Mr Fraser, now all the calls had been
made, to say it was not efficient. If he knew this, it was unfair to the
shareholders, who had bought at a heavy price, that he did not say so
before.
Mr STONE said that the machinery had to pay for out of the contributing
shares, whereas Mr Fraser's were paidup shares.
The CHAIRMAN thought that if Mr Fraser had such a claim against the
Company he would press it. He referred to Dr Scott's remarks respecting
the management of the mine, which, he said, he thought were unwise. He
did not believe in a tu quoque argument, but the same time he would ask Dr
Scott to look at home.
Dr SCOTT: I call upon you to explain. If the Chairman makes an
insinuation of that kind against me at a public meeting, I wish him to
explain.
The CHAIRMAN: I don't consider Dr Scott, from his action as a Director, a
competent man to criticise other men as Directors.
Dr SCOTT said such a remarks in public was uncalled for, and desired an
explanation.
The CHAIRMAN, amid cries of "Explain," which, however, he disregarded,
said with regard to what had been said against the Directors, he
considered that they had done the best they could concerning the
machinery, and pointed out that, according to the report of Mr Woodward,
there was a good deal more in the water than salt to complain about.
Passing on to Mr Stone's advocacy of Mr Fraser's interests, he said the
former gentleman's remarks "smacked largely of the retainer."
Mr STONE: You have no right to say that, but should confine yourself to
the subject before the meeting. If the shareholders are to be insulted as
they have been by the Chairman of this meeting, all I can say is that the
sooner we turn out that Chairman, the better. (Cheers, and hear, hear.)
The CHAIRMAN assured Mr Stone he should not turn to him to know the
subject before the meeting. He strongly supported Mr Sholl's resolution,
and hoped the Company would adopt it. He urged them to do something
practical and decisive, and said that unless it was done that night a writ
would be served upon the Company the following day.
Dr SCOTT said that before the motion was put he desired to rise to a point
of order. He did not think the chairman of a meeting had a right to
attack a shareholder in the way their Chairman had. He (Dr Scott) had a
perfect right to after his views, and he thought the gentlemen there would
believe what he said he spoke from his conscience. (Cheers.) What he ask
them to consider was, what had caused the fall in Fraser's. He said it
was the action of the directors. As to anything the Chairman might have
said as to his looking at home, he was quite capable of doing so, and as a
director of any concern, of doing his best to manage it. (Cheers.) And he
unhesitatingly said that the directors of Fraser's hand not done their
best, and that there were directors who, if they spoke according to their
consciences, would be obliged to admit it. He ask the meeting, therefore,
if they were prepared to go on and work under the present Board. If they
were in most unhesitatingly said their shares must continue to go down.
(Hear, hear.)
After further discussion, the motion was put, and on a show of hands, carried by 41 to 2.
Mr H. J. SAUNDERS then referred to the proposed amalgamation scheme of the
four companies, as set forth in his letter, and said he believed it the
proposal were accepted, it would not only be of advantage to the Company,
but also to the colony.
Mr SHOLL asked Mr Saunders to give them something more tangible,—either to
divulge the names of his principals, or to state whether there would be
any deposit paid.
Mr SAUNDERS said he had no objection to give the names privately, but did
not feel, at present, at liberty to mention them in public.
Mr MARMION said the great difficulty he saw was that six months had to
elapse before the matter would be settled, and that period would be very
most critical time. If the mine should be a success, the proposers would
come in; if it should be a failure, they would not. He thought it would
be well if Mr Saunders could state that his principals were prepared to
substantiate their proposals by making a deposit.
Mr SAUNDERS said he did not wish to bind them, there and then, but merely
to give the directors the power to enter into an agreement with him to
carry out the proposals or a modification of them, which would be
submitted to the meeting of shareholders for confirmation. He moved a
resolution to that effect, and assured the meeting that his principals
were all men of means, quite prepared to carry out their proposals. With
reference to what was said about the guarantee, he had already written to
his principals, strongly urging them to make one.
Mr NEELANDS seconded the resolution.
The resolution was adversely criticised by Mr Sholl and Mr Forrest, and
supported by Mr H. G. Anstey and Mr I. Rogers, after which it was put to
the meeting, and agreed to, only one dissenting.
The CHAIRMAN, in replying to a shareholder, said so far as the amalgam was
concerned, an explanation headline out, and he knew of none other that
could be given. The Board of directors decided that the explanation was
satisfactory.
Mr QUINLAN took exception to that. It was pointed out in the mining
manager's letter, according to his views, that Mr Simpson's explanation
was not satisfactory. He (Mr Quinlan) was not satisfied.
Mr NESBIT said one director had dissented, and asked that the minutes of
the directors' meeting should be read.
This was done.
Mr FORREST said he differed from the directors altogether, and thought the
Chairman's explanation was most unsatisfactory.
Mr QUINLAN asked Mr Nesbit to explain why he had dissented from the
resolution proposed at the directors' meeting.
Mr NESBIT read a portion from Mr Rosman's last letter recently published,
and said that he had in another letter said Mr Simson left no amalgam
behind, and in one other letter he said Mr Simpson knew it. If he (Mr
Nesbit) was wrong he hoped he would be told so. As a director and a
shareholder, he thought either Mr Rosman or Mr Simson should be called
upon to explain, and that the matter should be gone into to the very
bottom (hear, hear), and whoever made the mistake should bear the brunt of
it (hear, hear.) he was one, upon the strength of Mr Simpson's statement
to agree to that report about the amalgam being published. The Board had
been misled by that statement, and the public had been misled by the
report, which was wrong. Mr Nesbit also repeated at the previous meeting,
how owing to this, he had felt himself bound to tender his resignation.
The CHAIRMAN, in reply to a shareholder, said Mr Woodward's report had
been received, but further information was required before it was
presented to shareholders.
Captain SHOLL thought Mr Quinlan's question had been quite in order and
that the Chairman ought to answer it. The manager said one thing, and the
Chairman said the other. He believed the manager, and he disbelieved the
Chairman (cheers), whose action all through had been anything but to the
interest of the shareholders. And he was surprised to see from the
minutes which had just been read, that two of the directors who had spoken
so strongly about the way the affairs of the Company had been carried on,
should have proposed and seconded the resolution (hear, hear). He thought
Mr Nesbit deserved credit for what he had done (cheers), and he hoped if
the directors were got rid of, that he would not be one of them.
(Cheers.) He thought it was right for the shareholders to decide who was
right and who was wrong, and he thought it was the Chairman who had been
wrong. It was strange that when this amalgam was coming into Perth, the
Chairman paid such a long time in his possession, and was so long on the
road. It did not look as though it was fair and above board. (Hear,
hear). He might be speaking rather strongly, but he thought he was
entitled to do so, and was quite prepared to withdraw anything he had
said, if it was proved to be wrong. (Cheers). They would like to hear an
explanation from the Chairman, because, a short time back, he imputed to
one there they all knew far better than they did him, and that was Dr
Scott (cheers), motives he should take to himself. He ought to look at
home, himself, and see whether his actions were above suspicion, and
whether he, as a director, had managed the Company as well as Dr Scott had
carried on the affairs of the Company of which he was a director
(applause.) The Chairman also attacked another whom they knew and
respected,—Mr Stone (cheers.) He thought the Chairman might again look at
home, and not treat those who were well known and much respected in this
colony, in the way he had. He regretted that he had to speak upon this
subject, but it appeared that everyone was—he would not say afraid—but
that it appeared that no one else liked to. (Cheers.)
The CHAIRMAN said he had made, at the last meeting, the only statement he
could make—exactly as he reported to the Board, and the absolute truth.
Any further explanation he should not attempt to give. (Cheers.) Mr Sholl
had taken upon himself to lecture him upon deportment or manners. He
should not deal long with it: he did not know that anyone would refer him
to Mr Sholl upon a question of manners. (Laughter.) Mr Sholl had alluded
to gentlemen much respected in the community. Would Mr Sholl believe him
when he said that he also respected those men well, and that this respect
was not won by relationship, but from what he knew of them in public life.
(Cheers.) But, if he heard anyone saying anything he thought wrong, he
would say so. With regard to the last meeting, he had had a full report
taken by a shorthand reporter, which was open for inspection. With
reference to Mr Sholl's statement, that he had been long on the road,
would he permit him (the Chairman) to say that he left the fields by
Thursday, and got into Northam the following Sunday. Had there been a
train that day, he would have come straight on to Perth. He travelled
along the road to Northam as fast as any ordinary man had, if not faster.
After some desultory remarks from several speakers, the new rules — which
have already appeared in our advertising columns — were put, and agreed to
as printed. The confirmation of the minutes brought the meeting to close
at 10 pm.
