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   Gold/Mining/EnergySt. Genevieve Resources (SGV.T & SGV.M)


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To: philip trigiani who wrote (122)3/30/1998 7:34:00 PM
From: Walter
   of 140
 
How about a class action suit against Pierre Gauhier for Gross Incompetence? Perhaps something similar to what the legal case against David Walsh. I really think P/ Gauthier has to go. The whole company, from top to bottom, is in denial.


Saturday, March 28, 1998

St. GeneviŠve, KWG blame Bre-X

Mining juniors struggle to survive market conditions and 'unauthorized
borrowings'

By PAUL BAGNELL
Mining Reporter The Financial Post
High noon for Bre-X
Barrick knew Busang claims false, lawsuit says
Junior mining affiliates St. GeneviŠve Resources Ltd. and KWG Resources
Ltd., which collapsed in financial chaos when millions of dollars of
unauthorized bank withdrawals came to light in November, are now blaming
their woes on the Bre-X scandal.
The companies, both vehicles of Montreal-based mining promoter Pierre Gauthier, reported 1997
losses of $196 million on Friday. Gauthier, meanwhile, got a raise of $105,743, taking home
$255,743.
The companies have been under creditor protection since late November, when they revealed $21
million in "unauthorized borrowings" from two affiliates, with the proceeds diverted to a Russian gold
mine.
Montreal-based Emerging Africa Gold Corp. had $15.3 million taken without the knowledge of its
directors. Genoil Inc., a Calgary oil and gas exploration junior,
had $5.2 million withdrawn.
On Friday, St. GeneviŠve said it had a loss of $92.1 million
($1.10 a share) on revenue of $3.4 million in 1997. KWG lost
$103.9 million ($2.97) on revenue of $400,000. Both companies
blamed $150 million in writedowns on their mining properties and
other investments.
St. GeneviŠve said the writedowns were forced by "market
conditions, namely the price of common and precious metals and
the aftermaths of Bre-X." Bre-X Minerals Ltd.'s Busang gold
project was proven to be a hoax on May 4.
Together, KWG and St. GeneviŠve raised $57 million in equity
financings in 1996. A further
$21 million was raised by Far East Gold Inc., which owned the
Russian gold mine now at the centre of Gauthier's group. KWG
acquired 100% of Far East in a reverse takeover in late 1996.
Today, the firms are scrambling to stay alive.
They are offering to give creditors shares of St. GeneviŠve in
exchange for cancelling $28.1 million in debts. They are also
seeking support for a proposed $30-million rights offering to
shareholders.
Genoil, meanwhile, has sold 50% and control of itself to Beau
Canada Exploration Ltd.
St. GeneviŠve has pledged to repay the $5.6 million it owes
Genoil by April 1, 1999, at an interest rate set at 1% above
prime. It also owes another $6.5 million to "various third parties."
On Dec. 8, when KWG and St. GeneviŠve announced a restructuring they said part of the plan
would be "a reduction of the salaries of remaining senior management." Gauthier, however, has
escaped that fate.
St. GeneviŠve's management circular shows that, while his salary was cut to $75,743 from
$150,000 in 1996, his wholly owned company Gencap Inc. was paid $180,000 for "management
services." No such fee was paid in 1996 or 1995.
The Toronto Stock Exchange halted trading of both companies on Nov. 27. They were suspended
on Dec. 5. Both now trade without daily quotations on the over-the-counter Canadian Dealing
Network.


BREAKING NEWS

MARKET WATCH

BIZ TICKERS

MUTUAL FUNDS

MONEY RATES

BIZ SEARCH

Barrick denies Bre-X knowledge
Magna to buy Triam for $70.6M
Ensign, Artisan to merge
BMW buys Rolls-Royce




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To: Walter who wrote (123)4/8/1998 1:10:00 AM
From: Walter
   of 140
 
I just got my 1997 annual report today. Haven't had a chance to read it thoroughly other than the 1st page, message to shareholders by P. "incompetent" Gauthier. What a joke!! He and the top management are in extreme denial of their total incompetence and B.S. Guess who I am going to vote for.

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To: Walter who wrote (124)4/8/1998 7:58:00 PM
From: Walter
   of 140
 
I just read the annual report and info circular. Pierre Gauthier, next to David Walsh, is one of the most incompetent managers around. 3 pts:

1) I didn't get my stuff until yesterday, but the agm is on April 14, Tuesday next week.

2) Pierre Gauthier made $255,743 and Peter Miller made $250,000 US in 1997 for basically running the company into the ground and probably out of business. How much more did they make with the other companies?

3) Pierre wants to reprice existing options to $.20. Why the hell shouldn't management suffer with the shareholders, especially if they are responsible for this whole mess?

4) I would rather lose the rest of my money than put another dollar in to Pierre's sleazy pocket and have him keep on running/milking SGV.

A friend of mine who is also a shareholder of SGV is drafting up a pretty nasty letter to Pierre Gauthier. Is anybody else outraged? I think we should be complaining to the exchanges, securities commission, and whoever else that can tell Pierre where to stick it.

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To: Walter who wrote (125)4/8/1998 10:38:00 PM
From: Perry
   of 140
 
I think PG would make more money closing SGV down. Why is he tenaciously holding on? Maybe he does see a future with SGV.

Anyways, I can't figure how far 8mm will take SGV. 8mm is the projected capital they expect to raise when all is said and done. Peanuts.

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To: Perry who wrote (126)4/9/1998 12:45:00 AM
From: Walter
   of 140
 
How would PG make money if SGV went out of business?

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To: Walter who wrote (127)4/9/1998 4:20:00 PM
From: Perry
   of 140
 
What I was trying to say was, PG must know something we don't and has reasonable expectation of a positive future. However, he can't raise any money or secure any loans because everyone else thinks SGV is done. He could sell his 15% (maybe$500,000) and take some rightoffs now. Or he can wait and get nothing.

Why is he so determined in keeping SGV afloat under these dire circumstances (no revenue, no staff, no backers)? Is it worth the effort? Does he expect to continue to receive a large salary even if the company makes no money? Something doesn't make sense here.

Just my thoughts.

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To: Perry who wrote (128)4/9/1998 4:32:00 PM
From: philip trigiani
   of 140
 
Gauthier is controller of SGV merchant banking group, which by the way is gauthier's control over sgv, The merchant banking company has received the financing in the past, then it loans it out to SGV/kwg as a loan. Gauthier ends up controlling the money and the companies. Without SGV(which is Gauthier) there is nothing.

PS> I voted for the restructuring, as he has control anyways, but, as for the option plan, I voted against it. If Gauthier wants options, then earn them.

Through the shares for debt plan, SGV is going to end up with a strangle hold over KWG, as a lot of the debt is to SGV(merchant banking group).

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To: philip trigiani who wrote (129)4/25/1998 1:24:00 PM
From: philip trigiani
   of 140
 



-Preview-

Quebec securities commission approves SGV/KWG restructuring plan. Conditions
which were brought up during the meeting was that prospectus's be forwarded to all
shareholders in regards to the new shares being issued to creditors for debt. Gauthier
says these condtions will be met. Creditor meeting still set for April 30,1998.

All creditors are said to be on side for a complete resolution to the restructuring plan.
Gauthier also mentions, that the rights offering plan has a guarantor backup for the
financing.

Looks like Gauthier pulled this one out from under his hat. In the end SGV/KWG will
be a stronger company, with focused assets and good projects, cash in the bank, and
no debts and POG up around $315.
Of course we have diluted holdings, and Gauthier gains more control through
SGV/KWG's direct and indirect holdings in both companies.

Next will be relisting on TSE/ME, my guess is the shares of SGV/KWG should start to
retrade up around the restructuring prices .20 and .40 respectively. If they then
announce a successful rights offering, further financing/joint venture partners, to
proceed with projects, we could see the prices move up from there. But, getting
anywhere near the $1 and $4 respectively, is way out there.

Trading opportunities will abound as the prices will be very volatile, look to regain
some loses by flipping in and out over the next year. Good luck to all!

All IMHO! I'm in deep myself with both these !@#$%^&* dogs.


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To: philip trigiani who wrote (130)4/30/1998 8:26:00 PM
From: philip trigiani
   of 140
 
Attention Business/Financial Editors:

CREDITORS OF ST. GENEVIEVE AND KWG ACCEPT PLANS OF ARRANGEMENT

MONTREAL, April 30 /CNW/ - St. GeneviŠve Resources Ltd.
(''St-GeneviŠve'') and KWG Resources Inc. (''KWG'') (collectively, the
''Companies'') announced today that their creditors have voted, at the
creditors' meetings held this morning, in favour of their respective plans of
arrangement filed under the ''Companies' Creditors Arrangement Act.'' In the
case of St. GeneviŠve, nine classes of creditors voted unanimously and one
class voted with a 98% majority. In the case of KWG, seven classes of
creditors voted unanimously and one class voted with a 99% majority.
The plans of arrangement have as their main objective the sharpening of
the Companies' focus on key projects and the generating of sufficient funds to
continue operations. Also, they provide for the issuance of treasury shares by
the Companies in repayment of certain debts owing by each; however, the shares
to be so issued may only be issued in trust to the Monitor appointed under
their respective plans of arrangement who may in turn only release such shares
to the creditors upon the clearance by each of St-GeneviŠve and KWG,
respectively, with the Quebec Securities Commission of a prospectus qualifying
their issuance.
The Companies are now largely debt free and, subject to regulatory
approval, will launch rights issues pursuant to which each company shall issue
to its respective shareholders rights to subscribe to additional shares in its
capital stock. Negotiations with various parties are underway with a view to
backstopping all or part of these rights issues.
The rights issues, should they be fully subscribed, will generate gross
proceeds to the Companies of approximately $20 million, i.e. $8 million for
St. GeneviŠve and $14 million for KWG. These funds will be used to develop the
Companies' projects, to settle current indebtedness and for working capital.
The shareholders' meetings of the Companies and the special shareholders'
meeting of Emerging Africa Gold (EAG) Inc. which were adjourned on April 14,
1998, will be reconvened at 10:00 a.m. on May 13, 1998, at 630 Ren‚-L‚vesque
Blvd. West, 16th Floor, Montreal, Quebec, Canada, H3B 1S6, in order that they
may be formally terminated.
St. GeneviŠve and KWG are mining exploration companies currently trading
(without quotation) on CDN under the symbols SGVE and KWGR. St. GeneviŠve and
KWG have respectively 86,086,233 and 36,036,070 issued and outstanding shares.

NO REGULATORY AUTHORITY HAS APPROVED NOR DISAPPROVED
THE CONTENT OF THIS PRESS RELEASE
-0- 04/30/98

For further information: Mary Peschka, St. GeneviŠve Resources Ltd., (416) 941-8709 or Jacques Rossignol, Lapointe Rosenstein, (514) 925-6336

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To: philip trigiani who wrote (131)5/24/1998 8:50:00 PM
From: Richard D. Nault
   of 140
 
When can we expect to see transaction back on TSE or MSE ?

Thanks

Richard D. Nault

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