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Shareholder Action FAQ

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If you have a question that is not addressed in this FAQ please use the Contact Us link in the menu.   We will endeavor to get an answer posted on this page.  If you question is a difficult one or critical of our activity you are still very welcome to ask it.  We would like to set an example to the company by answering the difficult questions as well as the easy ones.

Table of Contents:

Question: Won't the initiation of a shareholder EGM action damage the share price even further?

Question: Do you seriously think these votes can be won?  Don't you need 250 million votes?

Question: A resolution was proposed that resolved to withdraw or change the rights issue. What happens to everyone that has already accepted to take up the issue in the current format?

Question: Why have you resolved to remove Mark Smyth from his position as Executive director? He is the main person in this company.  Without him the company will fail

Question: The company doesn’t have any spare cash to do the audits you require. Have you thought about how much money your resolutions will waste?

Question: How can we afford to pay for another 4 directors? Why do we need them, especially inexperienced ones, and what can they contribute?Question: Is Canzar Resources committed to Cityview?


Question: Won't the initiation of a shareholder EGM action damage the share price even further?

This is a very good question and one that has been carefully considered.  The idea of shareholder action has been around for a long time and it has been held off and held off for just this reason.  It was felt we HAD to give the company a fair chance to bring their plans to fruition and despite the concerns they were given the breathing space they needed to concentrate on producing results.  The constant cycle of 'something huge just around the corner' followed by silence and no result has kept shareholders in a constant state of anticipation.  Just as shareholder sentiment shifts toward taking action another carrot is inevitably dangled...  The cycle will likely continue unless it is broken.

Numerous overtures have been made to company to address shareholder concerns in this time and they have been patently ignored.  There comes a time however when you simply have to draw a line in the sand.  The non-performance is beyond acceptable and the company has shown us no evidence that they are changing their ways.  The constant placements and subsequent sell downs have continued despite the loudest objections from large numbers of shareholders.  We see no reason why this will change without action from shareholders.

So the REAL question is, will the short term share price be damaged any more by shareholder action than it is likely to be anyway?  and... Will action or non-action produce a shift in the company's direction that will improve things in the longer term?

Question: Do you seriously think these votes can be won?  Don't you need 250 million votes?

This is a common misunderstanding.  EGM votes work on a system similar to the American voting system.  A resolution is passed with 51% of votes CAST not total shares.  A glance over past EGM vote results will show that most resolutions are passed with around 30-50 million votes.

We expect we will need more for this vote as the company will oppose us.  However a few important points:

  • Approximately 50 million votes signed on to the EGM request from 116 shareholders.  This was out of the 126 that we asked (those we could contact).  This represents a 92% take up rate.
  • We don't know how the other shareholders will vote however this high take up rate so far gives us good reason to believe we will get a lot more.
So in a nutshell, yes we believe we have solid chance of passing these resolutions.

Question: A resolution was proposed that resolved to withdraw or change the rights issue. What happens to everyone that has already accepted to take up the issue in the current format?


This resolution was written at the time when it was possible ASIC may have been able to delay or suppress the entitlements issue. It is now defunct as we were unable to delay the issue, but we will endeavour to see that shareholders are given a fair deal, and re offered some shortfall if projects come to light that provide more hope, or EGM issues satisfy the trust factor.

Look for the link to: Letter to the Board 9th November 2008 to see that we did make substantial effort to have the entitlements issue prevented by this plea to the company, as well as suggesting to ASIC that shareholders most certainly had insufficient details to be able to make an informed decision on whether or not to put any more money into their investment while already sitting on substantial losses for the most part.

ASIC were able to establish that CVI were trying to use unlicensed underwriters, so we did at least prevent $435,000 being spent on underwriting fees out of the possible $6 million to be raised. We certainly hope that after this knowledge regarding the Global connections being made so widely known, that CVI will find alternate means to cover the shortfall necessary for ongoing operating expenses (Opex) – some have been suggested already, such as sale of interest in Quest

Question: Why have you resolved to remove Mark Smyth from his position as Executive director? He is the main person in this company.  Without him the company will fail.


In fact we have NOT resolved to remove Smyth from his position with the company. He will remain as CEO and run the company in the same way that he does now, but without a vote on the board to make him more accountable to his shareholders. He has to convince more board members of the fact that what he is doing is the right thing, so that expenditure as seen in the last 12 months will be looked at by more people to ensure that it is in fact in the company's best interests to proceed with any particular point.
We understand Mark Smyth's importance in providing good contacts, but also believe strongly that no-one is irreplaceable, as that too will become relevant at some stage in the future.

Question: The company doesn’t have any spare cash to do the audits you require. Have you thought about how much money your resolutions will waste?


We understand that cash levels are low but let’s remember that the company has a cash liquidity problem because shareholders are not being told the truth about what happened to the US$14 Million that was placed with Pensador.

It is a lot easier with blue chip companies like BHP.  A lot of what BHP does can be verified by local media, Australian govt. records, investor analysts, collaboration and information from JV partners, BHP customers, visits to the actual sites and very good ASX reporting and information release by BHP etc. There is nothing, absolutely nothing, to corroborate CVI's asset portfolio. In fact, on some occasions, there are contradictions as there was with Matanda.

We need to spend this money to know where we stand and identify what our true potential is. The past performance and stealth of the company has made this a necessary evil.  Until we can establish what has happened to the vast placement money raised over the last 15 months, and satisfy shareholders that we DO in fact have rights to the projects claimed, it is impossible to move ahead strongly. Trust is at an all time low, so a thorough cleansing needs to be made so that the rebuild can begin. If it happens to be found that there were improper dealings, then our investments were always destined to fail and we are no worse off that than we would have been anyway.

Better to spend some money now, which will be a relatively modest amount compared to the spending on some of the projects over the last 12 months that appears to have been wasted, rather than find later that we have nothing left and any assets we DID have are passed off into another entity.

Question: How can we afford to pay for another 4 directors? Why do we need them, especially inexperienced ones, and what can they contribute?


Director fees are paid from a pre determined and annually fixed “funds pool”.

Under our plan, Mark Smyth will be tasked with concentrating exclusively on critical CEO activities. He will attend board meetings but will not vote as a board representative member. This change will in fact free up $30,000 from the director pool and will go towards paying for almost 3 of the four nominated directors.

So, in effect, this change will only place minimal pressure on the funds pool available. Additionally, two of the directors will only hold their position for a one year period so after the first year there is no pressure on the pool.

We understand that the proposed directors are fresh at the task and have not performed as Public Company directors previously and that is one of the reasons they have insisted on a maximum remuneration of $12,000 per annum as opposed to the $30,000 that would have been awarded by default if these resolutions are not passed.

There is a lot of value in having a fresh and enthusiastic “new” director. As you are aware, and as you have seen historically with CVI, the comfortably established “professional” directors have a tendency over time to become stale and take a minimalist non-probing position.  They often leave a CEO to do as he / she pleases. CVI shareholders have paid the price for this.

Whilst your nominees have not previously performed at a Public Company director level, they have good corporate experience and they are not encumbered with the stale and casual attitude that previous CVI directors have displayed. These nominees will take the role with a sense of responsibility and with enthusiasm. They will engender a culture of continual probing and vigilance, enveloped within an intense desire to serve the shareholders as they review the CEO agenda.  They will not bow to traditional “professional director” protocols of casual carefree, non-probing rubber stamping.

The Director nominees offer a range of skills. We realise that we don't have mining experience, but offer honesty, and a good work ethic to communicate with shareholders and do whatever possible to help get Cityview back on track. Our experienced directors have in fact put us in a dreadful predicament to date, therefore we believe that we certainly can't make things any worse, and our intention is to make things a lot better, via transparency, honesty and providing the numbers on the board to ensure that votes are put through that deserve to be, not pushed passed a CEO friendly board who don't have the shareholders’ best interests at heart.

Question: Is Canzar Resources committed to Cityview?


We do not know – but the following facts are of concern and raise considerable doubts, thus requiring some REAL answers.

  • On 22 May 2008, Easyoffice Rental Ltd. was issued with 30 Million Cityview shares. Easyoffice became a substantial holder with 6.85% security holding.
  • Mr. Anton Von Tarkanyi became a director of Easyoffice Rentals Ltd at that time. 
  • Mr. Anton Von Tarkanyi was previously (and still is) a director of Canzar Resources.
  • Shortly after 22 May 2008 Easyoffice commenced the sell down of its CVI shares. They have basically sold out.
Why did our Angolan partners (through Anton Von Tarkanyi) participate in this sell down? Having a Canzar director participate in the sell down, (through Easyoffice), immediately after becoming a substantial holder is a distressing sign. Why did this happen and what was the strategy? Mark Smyth was well aware of the Tarkanyi connection. Many shareholders certainly informed him. As usual, shareholders have not heard a word from CVI on the hard questions.
 
 

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Newsflash

EGM Complete Transcript

What follows is an almost complete transcript of the Cityview EGM held on 30th January 2009. 

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Voting Results - Under the Surface

Voting Results - Under the Surface

 

The 116 signatories to the original EGM request will no doubt recall the very first resolution that was put to the Board at that time:

That the non-renounceable pro rata entitlements issue announced by the company to the ASX on 7th November 2008 be withdrawn and, if deemed necessary by the board, the offer is to be reissued on terms that permit the issue of no more than 20% of currently issued capital."

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Who is Malcolm Keith Johnson?
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Cityview says NO to transparency

Cityview Shareholders respond to the company's EGM notice and the disturbing message sent by converting resolutions requesting accountability into a non-binding form.

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Fighting Fund required
Request for assistance

We were hoping we could manage without getting to the point of needing to look at extra funds, as things were going along very nicely, and though putting in enormous hours, we were doing things that didn’t cost a significant amount of 'real money'. Many have already offered funds, and we've so far declined help.
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