It isn't an issue of the % in the vote. The issue is one of basic "fairness" which is modified pretty dramatically (including in a legal sense) in any situation where there is a non-arms length transaction being considered, as that clearly introduces the possibility and risk of self dealing.
If there weren't ethical restrictions and legal obstacles to self dealing... every management that got a 51% control block could simply vote all the other holders "off the island".
I don't think they'll be able to complete a buyout of FECOF without, at least, having to jump through a goodly number of regulatory hurdles in Canada. They will need to meet both the listing exchange and Securities Commission requirements... including having to show the exchange and the regulators how and why what they are proposing (while we're still assuming they are proposing anything) is fair to the other FECOF stock holders.
They'll need to convince the shareholders, too... well enough to win the vote not being the issue, but well enough to prevent the dissenters from deciding it is well worth taking legal action to prevent the deal from being done.
They'll probably need to have an opinion letter or two showing how what they are offering is fair in market terms... and they will need to get regulatory approval of any deal they propose... which is not just a formality...
Again, they did just complete a similar deal last year in buying out a Canadian gold mining subsidiary... so the easy thing to do here would probably be to go back and look at that transaction and see what sorts of hoops they had to jump through before they got that transaction approved.
I guess it sort of begs the question, too, to be talking about it here as if there isn't going to be any sort of obstacle that might arise preventing them from being able to complete a deal they would like, on whatever terms they pick out... while it seems there is also an obvious enough issue already out there with a prior effort they made to try to buy out Forum, which it seems didn't actually end up working out ?
Why did the previous effort to make a deal to buy Forum... not work out ?
I'm not going to pretend either that the Canadian law and their regulators are toothless... or that they are automatically going to provide shareholders here with any significant level of protection that extends beyond providing a basic check on their ability to complete self interested deals at prices that are obviously well below real or fair market values...
Different people will obviously also have different opinions on what is fair, or not...
Beyond that... as is always true in the markets... if you are an investor with a large interest and a lot that is at stake in your holding... you should always expect that it is likely, at some point, that you will have a need to defend your interest from others encroachments.
Having rights isn't the same thing has having them matter, so, if you want your rights to be respected... you will often have to be pro-active in seeking others respect of them.
One of my entering arguments, and a key need in doing the DD in any investment in which I'm considering taking a larger position... is that it matters a lot who my fellow investors are, and what their degree of interest and ability in defending their rights as investors means to my own interest.
I tend to try to pick stocks that have really solid investors behind them, as well as solid management...
I'd rather minimize my risks by purposefully partnering (investing) with others who will act as required to defend their rights, or cooperate to defend our interests in common... rather than sign up with those dominated by "traders" and "flippers" whose answer to any problem that comes up, is always to allow yourself to be taken advantage of without bothering to defend your interest... just sell at a loss, take your lumps and move along to next management that wants to abuse you.
Those who follow me... will already know that I tend not to be on board with that approach. Investors have a responsibility in as well as an interest in the proper function of companies the own, and of the markets in which they trade...
I'll still be surprised if that ever becomes that much of an issue here... that it appears the investors will need to act to defend the value of their investments.
I don't think it would be reasonable, for instance, for Philex to try to buy out FECOF at the current share prices... while the seismic collection and analysis effort is in process, while Philex and management know exactly what the data are revealing, and we don't.
Similarly, before the release of the 43-101 (that FECOF has paid a goodly share of the cost of developing) that covers the results of the exploration effort at Lascogan... While it is still being held up... what sense would it make to have Philex try to buy out the FECOF gold interest, when Philex clearly knows full well what the exploration data are showing, and while FECOF shareholders don't ?
There is a right time for doing deals... and to be fair, that time is when both sides have the same or equal access they should, to the best information available on which to base a valuation...
Now, the significantly overlapping management probably eliminates the "they know, and we don't" issues... but, it doesn't do anything to eliminate, rather than expand, the potential for risks in self dealing...
So, how could you fairly price a deal to sell Philex the rest of FECOF that they don't already own... without having some significantly greater degree of transparency than we have available now re the value of what it is that is being sold ?
I've had it done to me before by unethical managements, and I'm still not a very big fan of being forced into selling dollars in value for a couple of pennies... or, dollars in value for fewer dollars than the value should command.
News 
Market Data 
Discover 
